Universal Registration Document 2024
CORPORATE GOVERNANCE 3
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
3.1.3.3.2 Operation of the Board of Directors and of its Committees The duties of the Board are determined by the laws and regulations, the Articles of Association and the Rules of Procedure adopted by the Board of Directors at its meeting on 9 September 2005 and the last changes dated 16 October 2024 (the “Rules of Procedure”). The rules of procedure are available at: https://www.parisaeroport.fr/groupe/groupe-et-strategie/ notre - groupe/organisation/gouvernement-entreprise. They specify the powers and functioning of the Board of Directors as well as that of its specialised committees: the Audit and Risk Committee, the Strategy and Investment Committee, the Compensation, Appointments and Corporate Governance Committee and the CSR Committee. It includes a charter for the members of the Board of Directors (directors and non-voting Board members), which states the rules to be followed and a Code of Ethics relating to securities transactions and compliance with French and European regulations on market abuse, insider trading and insider infringements. Each member of the Board of Directors must look after the Company’s best interests. They must have a quality of judgement, in particular of situations, strategies and people, based predominantly on their experience. They must have the ability to anticipate, enabling them to identify strategic risks and issues. Each member of the Board of Directors undertakes, in accepting the charter, to remain independent in his or her analysis, judgement, decision-making and action, to reject all pressure, of any kind whatsoever and from any source whatsoever, and to do so in all circumstances (Article 6 of the Charter). The non-voting Board members are required to abide by the same general obligation for confidentiality and to the restrictions on trading in Company shares. 3.1.3.3.2.1 PROCEDURE FOR MANAGING CONFLICTS OF INTEREST The Rules of Procedure of the Board of Directors contain provisions intended to prevent any conflicts of interest, any interference between a public interest and public or private interests that may influence or appear to influence the independence, impartiality and objectivity of a position held, pursuant to French law no. 2013-907 of 11 October 2013 relating to transparency in public life, and any risk of restricting competition. In compliance with article 5.2 of the Rules of Procedure and Article 2 of the Charter, every Board member has an obligation to disclose to the Board any situation or any risk of a conflict of interest of which they have knowledge, between him or herself (or any natural or legal person with whom they have a business relationship and/or for whom they carry out work functions) and Aéroports de Paris SA or any company in the Group or company with which Aéroports de Paris envisages signing an agreement of any nature whatsoever. In addition, every Board member must declare to the Chairman and CEO if potential conflicts of interest exist between his or her duties with regard to Aéroports de Paris and his or her private interests and/or other duties or obligations with regard to other natural or legal persons and, if applicable, provide detailed answers to a questionnaire that will be submitted to the Board members each year, in particular specifying past and present functions and mandates.
The Board of Directors has drawn up a procedure for dealing with difficulties relating to conflicts of interest and has entrusted the lead director with its implementation, in compliance with the principles of objectivity and transparency. When a conflict of interest is identified, the Board member must abstain from taking part in the discussion and from voting on the matter in question. The Rules of Procedure state that directors must be given prior and permanent information, which is an essential condition of the performance of their duties. Subject to the provisions relating to the prevention of conflicts of interest and the transmission of sensitive data, the Chairman of the Board of Directors communicates to Board members, in order for them to fully carry out their duties, all information and documents useful for the Board meeting to which they are convened, at least five days before it is held, except in the event of necessity or physical impossibility. All information and documents intended for members of the Board of Directors can be sent in digital format. The Chairman and CEO sends a Company operating report to Board members every three months. At the time when a new Board member takes up his/her functions, he or she receives all documents necessary to the correct performance of his/her duties. 3.1.3.3.2.3 RESPECT FOR CONFIDENTIALITY Board members undertake to preserve the confidentiality of information that is communicated. This confidentiality obligation applies to all persons who attend Board meetings on an ad hoc basis or on an ongoing basis. Thus, in general, the members of the Board of Directors may not make public either the information received prior to or during a Board meeting, or the content of the discussions or deliberations that took place within the Board. The same obligation applies to all non-public information or documents communicated within the framework of the Board of Directors’ committees as well as to information received prior to a meeting of said committees. Similarly, the content of the discussions or opinions of the committees may not be made public. In general, it is the Board’s responsibility to review the official communication relating to its operations, its work and its decisions. Unless the Board decides otherwise, these communications will be made through the Chairman and CEO or a duly authorised member. 3.1.3.3.2.4 TRAINING FOR MEMBERS OF THE BOARD OF DIRECTORS Lastly, each member of the Board of Directors is entitled, either at the time of their appointment or over the course of their term of office, to training from the Company regarding the specificities of the Company, its subsidiaries, business lines, sector of activity and its challenges in terms of corporate social and environmental responsibility. Aéroports de Paris has also registered all Board members with the French Institute of Directors ( Institut Français des Administrateurs - IFA). As part of the Board performance assessment, the directors complete a questionnaire with regard to their training needs. 3.1.3.3.2.2 INFORMATION FOR MEMBERS OF THE BOARD OF DIRECTORS
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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