Universal Registration Document 2024
3 CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
The conflicts of interest management policy is set out in the section "Operation of the Board of Directors" third paragraph, below. Note that the compensation is paid: u to the French State budget for the director appointed by order (article 5 of government order (ordonnance) 2014-948 of 20 August 2014); u to the French State budget for directors recommended by the State and appointed by the Annual General Meeting, who are civil servants (article 6 V of the above-mentioned ordonnance ); u to the French State budget for any compensation exceeding a cap set by the regulations in force for directors recommended by the State and appointed by the Annual General Meeting, who are not civil servants (article 6 V of the above-mentioned ordonnance ). Employee directors receive no compensation. Aéroports de Paris has not made any commitments to the non-executive corporate officers in terms of components of compensation, allowances or benefits due or likely to be due
as a result of taking on, ending or changing their role or after exercising it and, notably, no commitments for retirement benefits or other life annuity benefits. DIRECTORS' COMPENSATION The scale used to allocate compensation to the directors appointed at the General Meeting and to the director representing the French State, per meeting of the Board of Directors and of its committees, was confirmed as follows, without change, by deliberation of the Board of Directors on 24 June 2020, following the increase in the budget approved by the French Minister for the Economy on 6 July 2020, as set out in the table below. Augustin de Romanet waived any compensation for his role as a director of Aéroports de Paris. Aéroports de Paris has not provided for the possibility of requesting a restitution of this compensation, because the allocation is strictly linked to presence and the payment made a posteriori .
Amount per session Board of Directors
Director
Lead director
Chairman
€1,700 €1,700 €1,700 €1,700 €1,700 €1,700
€2,500
€2,500 €2,500 €2,500 €2,500 €2,500 €2,500
Audit and Risk Committee
Strategy and Investment Committee
Compensation, Appointments and Corporate Governance Committee
CSR Committee
Ad hoc committees
The Payment is made twice a year, for the specific amount: for the first six months of year Y in July Y, for the last six months of year Y in March Y+1.
COMPENSATION OF NON-VOTING BOARD MEMBERS At its meeting of 24 June 2020, the Board of Directors also confirmed the deduction of an amount from the overall annual compensation allocated to the directors appointed by the General Meeting in order to remunerate the non-voting Board members, in an amount equal to half of the compensation paid to each director, i.e. , €850 for each duly
attended board or ad hoc committee meeting, up to a limit of ten meetings per year. Payment is made twice a year, for the specific amount: for the first six months of year Y in July Y, for the last six months of year Y in March Y+1.
3.1.1.3 Amount of the compensation payable and paid to corporate officers during 2024: information referred to in article L. 22-10-9 of the French Commercial Code Augustin de Romanet – Chairman and CEO, executive corporate officer The gross annual amount of fixed compensation payable to the Chairman and CEO was €350,000.
The maximum gross variable compensation of the Chairman and CEO is set at €100,000, i.e. , 29% of the fixed compensation. Two quantitative objectives (total weighting: 55%, the dominant criteria) were set for 2024, as well as three qualitative objectives (total weighting: 45%). Given the assessment scale used for each of the two components: quantitative results, on the one hand, and 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 for the qualitative portion is €67,500.
Following compensation and benefits were awarded for and paid in 2024 to Augustin de Romanet, in application of the compensation policy and its criteria, whose link with the Company's strategy is described in the 2023 corporate governance report. This policy was approved by the General Meeting of Aéroports de Paris on 21 May 2024. The achievement rate was assessed by the Board of Directors on 19 February 2025, considering the advice of the Compensation, Appointments and Corporate Governance Committee, and submitted for ministerial approval under article 3 of French decree no. 53-707 of 9 August 1953 (as amended). A detailed report on the accomplishments and fulfilled 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, payment of the variable compensation for the year ended 31 December 2024 will be conditional on approval by the Annual Ordinary General Meeting to be held on 15 May 2025.
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AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
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