Universal Registration Document 2024
CORPORATE GOVERNANCE 3
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
3.1.2.3.2.3 ACTIVITY REPORT OF THE LEAD DIRECTOR During 2024, the lead director notably organised the executive session of the Board. He also reported to the Board of Directors meeting on 18 December 2024 on his work on: u identifying the various conflicts of interest noted with certain members of the Board; u conducting the external assessment of the composition and operation of the Board and its committees and on recommendations for improvements, in cooperation with the Chairwoman of the Compensation, Appointments and Corporate Governance Committee. 3.1.2.3.2.4 EXECUTIVE SESSION, WITHOUT THE PRESENCE OF THE CHAIRMAN AND CEO The lead director organised a meeting on 24 January 2024 in the presence of all members of the Board of Directors, with the exception of the Chairman and CEO. The meeting was highly appreciated by the directors. The participants expressed themselves freely on the subject of the assessment of the Board of Directors’ operations. The terms of office of the employee directors who were elected on 22 May 2019, in accordance with the French law no. of 26 July 1983 on the democratisation of the public sector, by the employees of Aéroports de Paris and some of its subsidiaries, namely Romuald Ramboer (replacing Isabelle Bigand-Viviani with effect from 1 January 2024), Fayçal Dekkiche, Nancy Dunant, Frédéric Gillet, Jean ⁃ Paul Jouvent and Valérie Schorgeré, expired on 14 July 2024. On 24 May 2024, the employees of Aéroports de Paris SA and its subsidiaries Extime Duty Free Paris and Hub One elected their representatives to the Board of Directors of Aéroports de Paris SA for a five-year term starting on 15 July 2024. The elected directors are: u Marie-Anne Donsimoni, candidate elected from the list sponsored by the CFDT; u Fayçal Dekkiche, candidate elected from the list sponsored by the CFDT; u Mouhsine Elketrani, candidate elected from the list sponsored by the CGT; u Valérie Schorgeré, candidate elected from the list sponsored by the CGT; u Jean-Paul Jouvent, candidate elected from the list sponsored by CFE-CGC; u Yves Pascart, candidate elected from the CFE-CGC sponsored list. In application of article 13 of the Articles of Association, non voting Board members attend meetings of the Board of Directors in an advisory capacity. Four non-voting Board members were appointed by the Annual General Meeting of 21 May 2024.
that are effectively identified. He or she ensures that the directors are able to carry out their duties in the best possible conditions, and in particular that they receive an adequate level of information in advance of Board meetings. He or she ensures that new members of the Board of Directors receive appropriate training. He or she ensures compliance with the rules of the corporate governance code to which Aéroports de Paris refers and with the Board of Directors' Internal Rules. In this capacity, he or she may make any proposal or recommendation he or she deems useful. He or she can, with the approval of the Chairman and CEO, and in very specific cases, represent the Company in its relations with shareholders, in particular those who are not represented on the Board of Directors, with respect to corporate governance issues. Together with the Chairwoman of the Compensation, Appointments and Corporate Governance Committee, he or she also manages the yearly assessment process relating to the operation of the Board of Directors and its committees and reports back to the Board of Directors. Lastly, the lead director reports to the Board of Directors annually on the performance of his or her duties. 3.1.3.1 Composition of the Board of Directors The Company has been managed by a Board of Directors since 11 May 2017, in accordance with ordonnance 2014-948 of 20 August 2014 on the governance and corporate actions of companies in which the State holds an interest and article 13 of the Articles of Association of Aéroports de Paris. The Board of Directors has three to 18 members in accordance with article 13 of the Company's Articles of Association. At 31 December 2024, it comprised six directors appointed by the Annual General Meeting, one director representing the French State, five directors recommended by the French State and appointed by the Annual General Meeting, and six employee directors. The members of the Audit and Risk Committee meet the criteria for financial or accounting and legal control expertise provided for by the laws in force, as shown in the description of their areas of expertise and the offices and positions held by the directors over the last five financial years. The shareholders, at the General Meeting held on 21 May 2024, re-appointed Augustin de Romanet, Jacques Gounon, Séverin Cabannes, Olivier Grunberg, Sylvia Metayer and Predica Prévoyance Dialogue du Crédit Agricole represented by Matthieu Lance. In application of the aforementioned ordonnance , the director representing the French State is May Gicquel, appointed by an order dated 16 November 2022, to replace Claire Vernet ⁃ Garnier, who resigned on 16 November 2022. On the recommendation of the French State, the Annual General Meetings of 17 May 2022, 16 May 2023 and 21 May 2024 appointed as directors: Pierre Cunéo, Cécile de Guillebon, Perrine Vidalenche, Stéphane Raison and Fanny Letier. 3.1.3 BOARD OF DIRECTORS
Since 22 July 2005, Aéroports de Paris has been a French limited company ( société anonyme ) with a Board of Directors. Its securities have been admitted for trading on a regulated market (Euronext Paris) since 16 June 2006.
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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