2022 Universal Registration Document
Corporate Governance 3 CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 15 FEBRUARY 2023
2022
Compensation received (in euros)
2021
2020
2019
2018
Chairman and CEO Annual compensation
450,000
450,000
420,000
450,000
450,000
Employees Average annual compensation Median annual compensation Chairman and CEO/Employee ratio Average annual compensation
63,576 56,946
57,936 50,390
56,757 50,172
59,689 54,054
58,417 52,779
7.08
7.77
7.40
7.54
7.70
Change in the “average” ratio Median annual compensation Change in the “median” ratio
-8.9%
5.0% 8.93 6.7%
-1.8%
-2.1%
0%
7.90
8.37
8.32
8.53
-11.5% 1,704
0.6%
-2.4%
-0.2%
Group EBITDA
751
168
1,772
1,961
The remuneration of the CEO is capped, and without any change since 2012, regardless of the performance of the company.
3.1.1.2 Compensation policy for
Aéroports de Paris has not made any commitments to the non-executive corporate officers in terms of compensation, allowances or benefits due or potentially due as a result of taking, ending or changing their roles or after their exercise and, notably, no commitments for retirement benefits or other life annuity benefits. 3.1.1.3 Amount of the compensation
non‑executive corporate officers referred to in article L. 22-10-8 of the French Commercial Code
The non-executive directors are remunerated exclusively on the basis of their attendance at meetings of the Board of Directors and its committees that define the Company’s strategy. In 2020, the Annual General Meeting of 12 May decided to increase the annual budget for the compensation of directors and non-voting directors to €500,000 to take into account the appointment of a Senior Director and the creation of a ESG Committee and an increase in the number of meetings. The terms of allocation of the budget were set by deliberation of the Board of Directors on 24 June 2020, without modification until further deliberation. The Board of Directors is aware of the conditions of employment and compensation of the employees within Groupe ADP and the equity ratio between the compensation of the Chairman and Chief Executive Officer and those of employees. The conflicts of interest management policy is set out in the Section “Operation of the Board of Directors” 5 th paragraph, below. Note that the compensation is paid: ◆ to the State budget for the director appointed by government decree (Article 5 of Order 2014-948 of 20 August 2014); ◆ to the French State budget for directors proposed by the State and appointed by the Annual General Meeting, who are civil servants (Article 6 V of the above-mentioned order); ◆ to the French State budget for any compensation exceeding a cap set by the regulations in effect for directors proposed by the State and appointed by the Annual General Meeting, who are not civil servants (Article 6 V of the above-mentioned order). Directors representing employees do not receive any compensation.
payable and paid to corporate officers during the 2022 fnancial year: information referred to in article L. 22-10-9 of the French Commercial Code
Augustin de Romanet – Chairman and CEO, executive corporate officer of the Company The following compensation and benefits were paid or awarded to Mr Augustin de Romanet in respect of his office as Chairman and CEO of Aéroports de Paris during the 2022 financial year, in application of the compensation policy and its criteria, whose link with the Company’s strategy is described in the corporate governance report for 2021. This policy was approved by the General Meeting of Aéroports de Paris on 17 May 2022. The achievement of each of these objectives was reviewed by the Board of Directors on 15 February 2023, on the advice of the Compensation, Appointments and Corporate Governance Committee, and submitted for approval to the French Minister of the Economy within the framework of article 3 of Decree no. 53-707 of 9 August 1953 (as amended). A detailed report on the accomplishments and criteria was presented to the Compensation, Appointments and Corporate Governance Committee and to the Board of Directors for deliberation. In accordance with the laws in force, the payment of the variable compensation for the financial year closed on 31 December 2022 will be conditional on approval by the Annual Ordinary General Meeting to be held on 16 May 2023.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 2022
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