Universal Registration Document 2024
3 CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
3.1.3.2.3 Attendance of the members of the Board of Directors in office at 31 December 2024 The attendance rate is calculated for the sessions to which the directors were invited and excludes those for which the directors had a conflict of interest.
Compensation, Appointments and Corporate Governance Committee
Strategy and Investment Committee
Board of Directors
Audit and Risk Committee
CSR Committee
Directors
Augustin de Romanet, Chairman and CEO
100% 100%
100%
Séverin Cabannes, lead director
100%
100%
Pierre Cunéo
92% 83%
100%
Fayçal Dekkiche
75%
Marie-Anne Donsimoni
100% 100%
100%
Mouhsine Elketrani
100% 40%
May Gicquel 1
33%
40%
67%
Jacques Gounon Olivier Grunberg Cécile de Guillebon Jean - Paul Jouvent
100% 100% 100% 100%
100%
100%
100% 100%
100%
83%
Fanny Letier Sylvia Metayer Yves Pascart
92% 92%
100%
100%
100%
100%
Predica Prévoyance Dialogue du Crédit Agricole, director, represented by Matthieu Lance
83% 42%
87%
Stéphane Raison Valérie Schorgeré Perrine Vidalenche
100% 100%
100% 100%
1
May Gicquel was on maternity leave during 2024.
3.1.3.2.4 Independence of directors Aéroports de Paris is governed by ordonnance no. 2014-948 of 20 August 2014 on governance as a result of its status as a public company controlled by the French State. In view of the composition of the Board of Directors, the Compensation, Appointments and Corporate Governance Committee set up a procedure in 2021 for selecting future independent directors. In 2022, with the help of an external firm and on the committee’s recommendation, the Board of Directors increased the number of independent directors. In 2024, the committee launched a fresh initiative to increase their number in line with the diversity policy applicable to Board members. On the recommendation of the Compensation, Appointments and Corporate Governance Committee, the Board of Directors, at its meeting of 18 December 2024, reviewed the personal situation of each director based on the independence criteria laid down by the AFEP-MEDEF Code. Following this review, the Board of Directors decided to: u maintain the following quantitative and qualitative criteria to analyse the significance or otherwise of the relationship between Aéroports de Paris and the independent directors. As in previous years, the quantitative criterion is measured based on a materiality threshold of 2% of the Company’s purchases. The qualitative criteria are measured based on the continuity of the relationship, the importance of the contractual and competitive relationship and the situation of the director or permanent representative (direct or indirect decision-making power over the contracts constituting the business relationship);
u reiterate the recognition of the status of independent director of: u Predica and its permanent representative: – Predica is a major shareholder that does not take part in the control of Aéroports de Paris, –there is no significant business relationship between the Crédit Agricole Group and Aéroports de Paris, with a business flow well below the materiality threshold of 2% of purchases, used, –from a relationship standpoint, Matthieu Lance, the permanent representative of Predica and Deputy Chief Investment Officer in charge of real assets and investments at Crédit Agricole Assurance Solutions (Predica’s parent company) does not have any direct or indirect decision-making power in establishing or continuing business, u Séverin Cabannes, who meets the criteria to qualify as an independent director and has no business relations with the Company, u Sylvia Metayer, who meets the criteria to qualify as an independent director and has no business relations with the Company. With regard to her office as a member of the Supervisory Board of the KEOLIS Group, which has an insignificant business relationship with Aéroports de Paris, Sylvia Metayer has no direct or indirect decision making power in the context of the establishment. or the maintenance of business flows, u Olivier Grunberg, who meets the criteria to qualify as an independent director and who does not have a significant business relationship with the Company;
156
AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
Made with FlippingBook - Online Brochure Maker