Universal Registration Document 2024
CORPORATE GOVERNANCE 3
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
The Chairman and CEO’s maximum annual gross variable compensation has been set at €100,000, unchanged. It is based on six objectives:
2025 objectives
Weighting
Comments
Group recurring EBITDA
20% The level of performance ranges from 0.7 to 1.1 (variable portion zero if the level is less than 0.7). The expected achievement levels for each of these criteria have been pre-set precisely by the Board of Directors in accordance with the 2025 budget assumptions (deliberation of 18 December 2024), but are not made public for reasons of 20% 15%
Group ROCE
Net debt to Group recurring EBITDA ratio
confidentiality, in accordance with AMF recommendation DOC 2012-02.
Social and environmental responsibility: Climate objective: to integrate climate change challenges into the roll-out of Groupe ADP's CSR strategy by drawing up a climate change adaptation plan for the Group, which includes, in particular, by the end of 2025: u studying the exposure and vulnerability of the Group's main airports to climate risks through to 2050, and drafting the associated action plans; u defining a strategy for adapting to climate change, including an action plan on the subject. Social and environmental responsibi lity: social commitments, focusing in particular on: u workplace safety, in particular improvement of the frequency rate indicator, by addressing the various risk factors and developing a culture of prevention at all levels; u employment of young people, in particular continuing the development of work study programmes and achieving a hiring rate at the end of these programmes of around 15%. Preparing the first strategic building blocks for 2030 or 2035; this will be achieved by drawing up, by the end of 2025, a proposal for a public consultation document to put in place an Economic Regulation Agreement, including a finalised vision for medium-term investment in Paris.
12% The level of performance ranges from 0.8 to 1.5 (variable portion zero if the level is less than 0.8).
13% The level of performance ranges from 0.8 to 1.5 (variable portion zero if the level is less than 0.8).
20% The level of performance ranges from 0.8 to 1.5 (variable portion zero if the level is less than 0.8).
The quantitative criteria account for 55% of the total. Given the assessment scales used, the quantitative results on the one hand and the qualitative results on the other hand, the qualitative criteria may ultimately be weighted more heavily than the quantitative criteria on measuring past achievement. The limit of the qualitative portion is €67,500 (€100,000 x 45% x 1.5). The Board of Directors will assess the extent to which each of these objectives has been achieved. The weighting given to each objective defines the fraction of the variable portion linked to it. All of these objectives exclude the impact of items whose exceptional nature would be assessed by the Compensation, Appointments and Corporate Governance Committee. The imperatives of management and the need to adapt or review the Company's strategy will be considered. The payment of the gross annual variable compensation of the Chairman and CEO for 2025 will be subject to approval by the Company's Annual Ordinary General Meeting to be held in 2026 (to approve the financial statements for the financial year ending 31 December 2025), in accordance with the laws in force.
The Chairman and CEO has the use of a company car and is covered by the death & disability and individual accident insurance policies provided to Aéroports de Paris employees. He resigned from his salaried position at Aéroports de Paris on the date of his appointment as Chairman and CEO. He is not entitled to any compensation in respect of a non-compete clause The Chairman and CEO does not benefit from a severance bonus or a specific pension plan. He does not receive any compensation as a director. The Company has not set up any stock subscription or purchase options for the Chairman and CEO. Aéroports de Paris has not made any commitments to the Chairman and CEO in terms of components of compensation, allowances or benefits due or potentially due as a result of taking on, ending or changing his role or after exercising it and, notably, no commitments for retirement benefits or other life annuity benefits.
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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