Universal Registration Document 2024
CORPORATE GOVERNANCE 3
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
The Audit and Risk Committee performs the same tasks with regard to sustainability information, in accordance with current regulations. In carrying out these tasks, the Audit and Risks Committee works with the CSR Committee. The Committee makes a recommendation to the Board of Directors regarding the Statutory Auditors responsible for carrying out the statutory audit and the Statutory Auditors or third-party bodies responsible for certifying sustainability information, proposed for appointment or renewal by the General Meeting, in accordance with regulations. It monitors the completion of their missions and ensures their independence. The Audit and Risk Committee makes sure of the expertise, independence and objectivity of outside experts of whom it may make use. The Committee could consider executive corporate officers other than the corporate officers, and under conditions that it determines. It hears the Executive Director – Finance, Strategy and Administration, the Executive Director – International, the Sustainable Development Director, the Corporate Accounts Director, the Internal Audit Director, the Security and Risk Management Director, the Ethics Director, and the Statutory Auditors responsible for certifying sustainability information. Activity of the Audit and Risk Committee in 2024 The Audit and Risk Committee meets at least four times a year and as often as necessary and can only meet if half of its members are present. In 2024, it met 15 times with an attendance rate of 80%. The Statutory Auditors attended all of the committee meetings. During its meetings, the Committee examined in particular files relating to: u the approval of the 2023 company and consolidated financial statements and the 2024 half-yearly financial statements, the adoption of the 2023 management report including the non-financial performance statement, the appropriation the 2023 profit/loss and the setting of the dividend, cut-off options of the 2023 annual accounts; u Groupe ADP’s 2024 budget review; the preparation of Groupe ADP’s 2025 budget and the preparation of the provisional management documents and the report on the development of Aéroports de Paris; u shareholder reviews; financial communication: financial guidelines and financial ratings; u the investment programme and medium and long-term financing: u the long-term master plans for the redevelopment of the Paris-Orly and Paris-Charles de Gaulle airport hubs, in conjunction with 2025 Pioneers, u the authorisation to use bonds; cash flow update; u the appointment of the Statutory Auditors: u the presentation of the Statutory Auditors: additional report – financial year 2023 and first half of 2024; audit approach, u the Audit and Risk Committee’s approval process for services other than certification of the financial statements provided by the Statutory Auditors, u presentation of the sustainability audit programme;
u the setting of the airport fees for the period from 1 April 2025 to 31 March 2026; u the corporate governance report for the 2023 financial year; u continued implementation of the liquidity agreement as part of the share buyback programme; u review of the financial delegations submitted to the Annual General Meeting of 21 May 2024; u presentation of the organisation put in place by Groupe ADP for the 2024 Olympic and Paralympic Games and the regular review of risk mapping and associated action plans; u presentation of the 2023 balance sheet and the balance sheet at 30 June 2024 of the 2022-2025 2025 “2025 Pioneers” strategic roadmap; u review of risks and action plans: u the status of Groupe ADP’s risk mapping in 2024 taking into account cybersecurity, exposure to social and environmental risks, accompanied by the associated action plans, presentation of monitoring of indicators and risks, u update on litigation, including tax disputes, u road mapping of corruption risks, update on the 2023 Vigilance Plan and the Human Rights policy, review of the ethics and compliance programme, u monitoring of off-balance sheet commitments in particular through regular cash flow monitoring; u the internal control progress plan; u the 2023 internal audit activity report, the 2024 audit programme and its progress plan for the audit department; u on sustainability information, the progress report on the Sustainability Report, the presentation of the internal control system, the double materiality assessment, the recommendation on the appointment of Statutory Auditors to certify sustainability information and the review of the new tasks of the Audit and Risk Committee in relation to sustainability; u the annual authorisation of securities, endorsements and guarantees; u the monitoring of the structuring investment projects; u the monitoring of subsidiaries, investments and international development, in particular: u for certain French and foreign subsidiaries, in particular TAV Airports, GMR Airports and AIG, u the participation in international tender offers; u the activity report of the lead director on his or her mission to prevent conflicts of interest; u the approval of the special report on free share in 2023; u prior authorisations for the signing of related-party agreements, the examination of agreements relating to current transactions concluded under normal conditions, the review of related-party agreements authorised previously and pursued in 2023 pursuant to the related party agreements charter; u the annual review and growth pathway of commercial activities (EXTIME).
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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