2022 Universal Registration Document

Corporate Governance 3 CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 15 FEBRUARY 2023

Corporate Governance Committee, the Board of Directors proposes the candidate director to the Annual General Meeting. At the end of this meeting, the Board of Directors proposes to the President of the Republic that they appoint the Chairman and Chief Executive Officer of Aéroports de Paris. After the opinion of the standing committees of the French National Assembly and Senate is issued, in accordance with Order no. 2014-948 of 20 August 2014 on governance, the President of the Republic appoints, by decree, the Chairman and CEO of Aéroports de Paris. In accordance with the recommendation of article 18.2.2 of the AFEP-MEDEF Code, the Compensation, Appointments and Corporate Governance Committee draws up a succession plan for the executive corporate officer and ensures the implementation of continuity measures for the management of the Company. These measures are based in particular on the provisions of article 21 of the aforementioned order in the event that the term of office of the Chairman and CEO becomes vacant and on the delegations of the Chairman and CEO granted to the members of the Executive Committee. The succession plan for the executive corporate officer and the terms and conditions for the continuity of management of the Company, which take into account the specific legal framework related to the appointment of the Chairman and CEO of Aéroports de Paris, are the result of a process in which the Compensation, Appointments and Governance Committee is associated. It is drawn up in close collaboration with Executive Management. The committee ensures that the plan is in line with the Company’s practices and that the candidate it will present to the Board of Directors meets the criteria defined for the profile sought. This plan was reviewed by said committee on 7 December 2022, without making any changes. 3.1.2.3 Balance of powers within the Board of Directors Mindful of the need to ensure and maintain a real balance of powers, the Board of Directors decided to: ◆ limit the powers of the Chief Executive Officer in order to ensure a balance between the executive corporate officer and the Board of Directors, while preserving the necessary flexibility and responsiveness in the administration and management of the Company in compliance with best practices governance; ◆ create the position of referent administrator to ensure a balance of powers and prevent and manage any conflicts of interest within the Board; ◆ organise, at least once a year, an executive session, without the presence of the executive corporate officer, to improve the governance of the company. 3.1.2.3.1 Limitations placed by the Board of Directors on the powers of the CEO The Chairman and CEO is vested with the most extensive powers to act in the Company’s name in all circumstances. He sees to the proper running of the corporate bodies and makes sure that the directors are able to fulfil their duties. Limitations on the powers of the Chairman and CEO of Aéroports de Paris were set by deliberation of the Board meeting held on 9 September 2005, amended on 24 January 2019.

◆ the Chairman and CEO waived payment of his compensation as a member of the Board of Directors of Aéroports de Paris and its companies; ◆ compensation is governed by Decree no. 2012-915 of 26 July 2012 on the French State’s control over the compensation of directors of public companies. The commitment of the Chairman and CEO of Aéroports de Paris is not related to any interests he may have in the Company. He or she acts in the Company’s best interest, regardless of the number of shares he or she holds personally. 3.1.2.2 The Chairman and Chief Executive Officer Article 14 of the Articles of Association of Aéroports de Paris states that the Chairman of the Board of Directors is also responsible for the executive management of the Company. His title is Chairman and CEO. He is appointed by decree from among the directors on proposal by the Board of Directors. On the proposal of the Board of Directors of 20 May 2019, Augustin de Romanet, Chairman and Chief Executive Officer of Aéroports de Paris since 29 November 2012, was reappointed by a decree dated 29 May 2019. The Chairman and Chief Executive Officer organises and directs the work of the Board and represents the Board in its dealings with shareholders and third parties. He or she sees to the proper running of the corporate bodies and makes sure, in particular, that the directors are able to fulfil their duties. Pursuant to Article 14 of the Company’s Articles of Association, the Board of Directors may, upon proposal by the Chairman and Chief Executive Officer, appoint up to five Chief Operating Officers in charge of assisting the Chairman and CEO. The Chairman and CEO cannot hold more than two other directorships in listed companies outside of the Group, including foreign companies. The Board’s prior opinion was obtained to accept a corporate office held in a listed company other than Aéroports de Paris. The mandates exercised by the Chairman and CEO are provided above. 3.1.2.2.1 Uniqueness of positions The Board of Directors believes that this uniqueness of the position of Chairman and CEO makes it possible, in a profoundly changing international, environmental and societal context in air transport, to strengthen the cohesion between strategy and operational function and to guarantee true efficiency in decision-making within Groupe ADP. The complexity of the stakeholders involved justifies a unified leadership model. As part of the external assessment of the Board, established in 2022, the members of the Board of Directors continue to consider the non-separated form of governance as appropriate because there is a real balance of power. 3.1.2.2.2 Procedure for the appointment of the Chairman and CEO and establishment of a succession plan The Chairman and Chief Executive Officer is appointed from among the members of the Board of Directors. On the recommendation of the Compensation, Appointments and

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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 2022

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