Universal Registration Document 2022
CORPORATE GOVERNANCE 3 CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 15 FEBRUARY 2023
preparation of financial and non-financial information. It monitors the Statutory Auditors through completion of their missions and ensures their independence. It monitors the effectiveness of the internal control and risk management systems, including those of a social and environmental nature, as well as of internal audit. It reviews the relevance of the Group’s financial policy. It enlightens the Board of Directors on the reliability and quality of information issued to it. The Audit and Risk Committee makes sure of the expertise, independence and objectivity of outside experts of whom it may make use. The Committee could consider executive officers other than the corporate officers, and under conditions that it determines. It hears the Executive Director – Finance, Strategy and Administration, the Executive Director – International, the Sustainable Development and Public Affairs Director, the Corporate Accounts Director, the Internal Audit Director, the security and Risk Management Director, the Ethics Director, and the Statutory Auditors. Activity of the Audit and Risk Committee in 2022 The Audit and Risk Committee meets at least four times a year and as often as necessary and can only meet if half of its members are present. In 2022, it met 14 times with an attendance rate of 100%. The Statutory Auditors attended all of the committee meetings. During its meetings, the committee examined in particular files relating to: ◆ the approval of the 2021 separate and consolidated financial statements and the 2022 half-yearly financial statements, the adoption of the 2021 management report, the appropriation the 2021 profit/loss and the setting of the dividend; ◆ Groupe ADP’s 2022 budget review; the preparation of Groupe ADP’s 2023 budget and the preparation of the provisional management documents and the report on the development of Aéroports de Paris; ◆ the 2023-2027 investment and financing program; ◆ the setting of the airport fees for the period from 1 April 2023 to 31 March 2024; ◆ monitoring of off-balance sheet commitments by monitoring sureties, endorsements and guarantees; ◆ the authorisation to use bonds; cash flow update; ◆ the corporate governance report for the 2021 financial year; ◆ the presentation of the Statutory Auditors’ complementary report; ◆ the status of Groupe ADP’s risk mapping and internal control in 2022 taking into account social and environmental aspects, accompanied by the associated action plans, the 2021 internal audit activity report of the audit division; update on litigation; corruption risk mapping; the assessment of the ethics and compliance program; the presentation of the GDPR; ◆ the monitoring of the structuring investment projects; ◆ the monitoring of subsidiaries, investments and international development, in particular: ◆ for international: the regular information point on TAV Airports, and GMR Airports, ◆ the outcome of the partnership between Aéroports de Paris and Royal Schiphol Group,
◆ the participation in international tender offers; ◆ the activity report of the Senior Director on his or her mission to prevent conflicts of interest; ◆ the Audit and Risk Committee’s approval process for services other than certification of the financial statements provided by the Statutory Auditors in application of article L. 823-19 of the French Commercial Code; ◆ the review of unrestricted agreements and of related-party agreements previously authorised and in progress in 2021 in application of the related-party agreements charter; ◆ Groupe ADP 2022-2025 “2025 Pioneers” roadmap; economic regulation. Strategy and Investment Committee Composition The Board’s Rules of Procedure require that Aéroports de Paris SA has a Strategy and Investment Committee consisting of a maximum of six members entitled to vote, appointed from among the directors, including two employee representatives. At 31 December 2022, it comprised the following six members: Augustin de Romanet, its Chairman, Isabelle Bigand-Viviani, Pierre Cunéo, Fayçal Dekkiche, Cécile de Guillebon and May Gicquel. Tasks and functioning The duties of the strategy and investment committee are to: provide advice to the Board of Directors on: ◆ the definition and implementation of the strategic policies of Groupe ADP; ◆ the guidelines of Groupe ADP in terms of diversification or growth operations; ◆ significant investment and development projects and disposals of investments. It examines the Company’s economic doctrine and any issues relating to the definition and implementation of Group strategy that the Board of Directors wishes to submit to it. Activity of the Strategy and Investment Committee in 2022 The Strategy and Investment Committee meets at least three times a year and as often as necessary and can only meet if half of its members are present. In 2022, it met seven times with an attendance rate of 100%. It should be noted that a strategy seminar of the Board of Directors was also held on 16 November 2022. During its meetings, it has in particular covered: ◆ Group strategy including: ◆ the 2022-2025 “2025 Pioneers” strategic roadmap, setting out a new long-term airport model to drive tomorrow’s growth and be in line with changing societal and environmental expectations; ESG strategy, ◆ reflections on the redevelopment of airport platforms, in connection with “2025 Pioneers”, ◆ the implementation of the commercial activities strategy (EXTIME), ◆ the investment program for 2023-2027 and the associated financing plan,
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 2022
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