2022 Universal Registration Document

Corporate Governance

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

Note that, according to the AFEP-MEDEF Code, a director can be considered independent when he or she meets the following criteria: ◆ is not, or has not been during the previous five years: ◆ an employee or executive officer of the company, ◆ an employee, executive officer or director of a company that the company consolidates, ◆ an employee, executive officer or director of the company’s parent or of a company consolidated by this parent; ◆ not to be an Executive Officer of a company in which the Company holds, directly or indirectly, a directorship or in which an employee appointed as a director or an executive officer of the Company holds or has held a directorship within the last five years 2 ; ◆ a customer, supplier, corporate or investment banker or adviser 3 : ◆ of significant importance to the Company or its Group, or ◆ which derives a significant part of its activity from the Company or its Group. Appraisal of the significant nature or otherwise of the relationship maintained with the Company or its Group is debated by the Board and the quantitative and qualitative criteria having led to said appraisal (continuity, economic dependence, exclusivity, etc.) are explained in the report on corporate governance; ◆ has no close family ties with a corporate officer; ◆ has not acted as Statutory Auditor to the Business during the last five years; ◆ has not been a director of the Company for more than twelve years. The status of independent director ends after twelve years; ◆ directors representing the major shareholders of the Company or of the parent can be considered as independent, provided said shareholders do not participate in controlling the company. However, above a threshold of 10% in capital or voting rights, the Board, following a report from the nominations committee, systematically checks on the independent status by considering the composition of the company’s capital and the existence of a potential conflict of interests.

◆ reiterate the determination of the status of non-independent directors for: ◆ Augustin de Romanet, Executive Officer of the Company, ◆ Jacques Gounon, director for more than twelve years, ◆ the directors appointed by the Annual General Meeting, on proposal of the French State, and who represent the interests of the French State in its capacity as shareholder, which controls the Company, ◆ the director representing the French State, given that the French State controls Aéroports de Paris, ◆ the six directors representing the employees, due to the existence of an employment contract with the company. The Board of Directors notes that the number of four independent directors on the Board of Directors of the Company meets the recommendation of the AFEP-MEDEF Code of at least one third of independent directors in the controlled companies representing employees are not counted. After review, the Board of Directors confirms that: ◆ the current composition of the Audit and Risk Committee, composed of five members, three of whom are independent (75% independent), complies with the recommendations of the AFEP-MEDEF Code relating to the presence of at least two-thirds of independent directors ( i.e. does not include the director representing employees); ◆ the composition of the Compensation, Appointments and Corporate Governance Committee, composed of five members, including two independent directors, including the Chairwoman (the director representing employees is not counted) complies with the recommendations of the AFEP MEDEF Code. the High Committee on Corporate Governance 1 ; ◆ the composition of the Strategy and Investment Committee, composed of six members, does not include an independent director, but the AFEP-MEDEF Code does not make any recommendations on the composition of this committee; ◆ the composition of the Corporate Social Responsibility Committee comprises six members, only one member of whom may meet the independence criteria set by the AFEP MEDEF Code, but the latter makes no recommendation on the composition of this committee.

3

1 The Compensation, Appointments and Corportate Governance Committee must have a majority of independent directors. The proportion of independent directors on this committee is respected according to the rationale developed by the High Committee on Corporate Governance, which considers in its activity report of November 2021 and in its guide to the application of the AFEP-MEDEF Code of June 2022, that “when the Chairman of the Committee is independent, the presence of 50% of independent directors instead of a majority is a relevant explanation for ruling out the application of the Code’s recommendation”. 2 Thus, Mr X, an executive officer in company A, may not be considered independent as regards company B if: company B is a director of company A, either directly or via a subsidiary (indirectly); or company B has nominated an employee as a director of A; or an executive officer of B is a director of company A (or has been within the last five years). 3 Or is directly or indirectly linked to these individuals.

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

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