Universal Registration Document 2024
3 CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
Following the Prime Minister's press release of 20 March 2024, indicating that, at the end of the Paris 2024 Olympic and Paralympic Games, the President of the National Assembly and the President of the Senate would be asked by the President of the French Republic to name Augustin de Romanet's planned successor, the Compensation, Appointments and Corporate Governance Committee and the Board of Directors reviewed the impact of this situation on the governance of Aéroports de Paris. At its meeting on 21 May 2024, the Board of Directors noted the Prime Minister's decision of the same day to appoint Augustin de Romanet as interim Chairman and CEO of Aéroports de Paris, and that he would be asked at a later date to conduct a new appointment procedure in accordance with the applicable provisions. As a result, the Compensation, Appointments and Corporate Governance Committee continued its work further to that carried out with the help of the external recruitment firm. The committee fine-tuned the profile sought, reviewed the u limit the powers of the Chief Executive Officer in order to ensure a balance between the Executive Officer and the Board of Directors, while preserving the necessary flexibility and responsiveness in the administration and management of the Company in line with governance best practices; u create the position of lead director, held by an independent member, to ensure a balance of powers and prevent and manage any conflicts of interest within the Board; u organise, at least once a year, an executive session, without the presence of the Executive Officer, to improve the Company’s governance. 3.1.2.3.1 Limitations placed by the Board of Directors on the powers of the Chief Executive Officer 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 Board of Directors of Aéroports de Paris decided that the Chairman and CEO must obtain the prior authorisation of the Board of Directors for the following acts: u strategy and major projects: adopts the five-year investment and financing plan for Groupe ADP; approves planned investments, acquisitions and disposals of tangible, intangible and financial assets carried out by Aéroports de Paris or any company it controls within the meaning of article L. 233-3 of the French Commercial Code, in an amount exceeding: u €60 million in France, u €50 million in other countries; u the principles governing the allocation of airlines among the various airports and air terminals; u approval of the contracts provided for in articles 2 and 3 of French law no. 2005-357 of 20 April 2005 on airports; 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:
applications, both internal and external, and interviewed each candidate shortlisted by the recruitment firm after individual interviews. The committee's work also examined the sequence of appointments in light of the specific legal framework applicable to the appointment of the Chairman and CEO of Aéroports de Paris and to the management of any vacancy. The Board of Directors regularly discussed the implications of the governance situation and was informed of the progress made by the Compensation, Appointments and Corporate Governance Committee. The committee and the Board of Directors took all the necessary steps within their remit to ensure that the Company continued to operate as a going concern so that the State could take its decision. u pricing: approval of the multi-annual Economic Regulation Agreement; setting the level of the fees described in article R. 6325-1 et seq. of the French Transport Code; u with respect to financial matters: approval of transactions and debt waivers for an amount of €15 million or above, excluding taxes. These restrictions were incorporated into the Internal Rules of the Board of Directors which issues its allocations while taking into account the restrictions imposed on the powers of the Chairman and CEO. 3.1.2.3.2 Role and duties of the lead director 3.1.2.3.2.1 PRESENTATION OF THE LEAD DIRECTOR At its meeting of 25 July 2019, the Board of Directors decided to appoint a lead director from among the independent directors on a recommendation from the Compensation, Appointments and Corporate Governance Committee. At the Board of Directors meeting of 30 March 2022, Séverin Cabannes, independent director, was appointed as lead director to replace Françoise Debrus, with effect from 1 April 2022. The lead director is the Chair of the Audit and Risk Committee and a member of the Compensation, Appointments and Corporate Governance Committee. Following the renewal of his directorship by the Annual General Meeting of 21 May 2024, Séverin Cabannes, an independent director, was re-appointed by the Board of Directors on 21 May 2024 as lead director, with effect from that date. 3.1.2.3.2.2 DUTIES AND POWERS OF THE LEAD DIRECTOR The lead director assists the Chairman and CEO in his or her duties as Chairman of the Board of Directors, to organise the Board and its committees, ensure they operate smoothly and monitor corporate governance and internal control. He or she carries out the duties in a totally objective and impartial way. His or her role is to assist the Board of Directors in ensuring that the Company's corporate governance bodies function properly. In order to identify any conflicts of interest, he or she is updated on a regular basis about significant events and situations impacting the life of the Group. He or she has access to all of the documents and information required to accomplish his or her duties. He or she advises directors and the Executive Officer if and when they believe they are faced with a conflict of interest and informs the Chairman and CEO of any conflicts of interest
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AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
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