Universal Registration Document 2024
3 CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
Strategy and Investment Committee Composition
Compensation, appointments and Corporate Governance Committee Composition
The Board’s Rules of Procedure require that Aéroports de Paris SA has a Strategy and Investment Committee consisting of a maximum of six members entitled to vote, appointed from among the directors, including two employee representatives. At 31 December 2024, it comprised the following six members: Augustin de Romanet, the Chairman, Pierre Cunéo, Fayçal Dekkiche, Mouhsine Elketrani, Cécile de Guillebon and May Gicquel. Tasks and functioning The duties of the Strategy and Investment Committee are to provide advice to the Board of Directors on: u the definition and implementation of the strategic policies of Groupe ADP; u the guidelines of Groupe ADP in terms of diversification and growth operations; u significant investment and development projects and disposals of investments. It examines the Company’s economic doctrine and any issues relating to the definition and implementation of Groupe ADP strategy that the Board of Directors wishes to submit to it. Activity of the Strategy and Investment Committee in 2024 The Strategy and Investment Committee meets at least three times a year and as often as necessary and can only meet if half of its members are present. In 2024, it met five times with an attendance rate of 83%. It should be noted that a strategy seminar bringing together the Board of Directors and the members of the Executive Committee was also held on 20 November 2024. During its meetings, it has in particular covered: u group strategy including: u the presentation of the 2023 balance sheet and the balance sheet at 30 June 2024 of the 2022-2025 “2025 Pioneers” strategic roadmap, 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, consultation statement for Paris-Orly, u the annual review and growth pathway of commercial activities (EXTIME), u the major medium- and long-term challenges facing Groupe ADP’s business model, u the review of the structuring investment projects taking into account social and environmental aspects as well as consideration of the corporate purpose; 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 the monitoring of subsidiaries, investments and international development, in particular: u for certain French and foreign subsidiaries, notably TAV Airports, GMR Airports and AIG and taking into account of social and environmental issues in the subsidiaries and main equity investments of Groupe ADP, u the participation in international tender offers.
The Compensation, Appointments and Corporate Governance Committee is made up of at most five members with voting rights from among the directors, including one representative of the French State, one employee director and directors appointed by the General Meeting. It may not include any Executive Officers among its members and must consist of a majority of independent directors. The Executive Officer is associated with the committee’s work regarding appointments and succession plans. At 31 December 2024, the committee was composed of five members: Sylvia Metayer, Chairwoman, independent director, Séverin Cabannes, independent lead director, May Gicquel, Jacques Gounon and Jean-Paul Jouvent, employee director. The Board of Directors made sure that, in order for the Compensation, Appointments and Corporate Governance Committee to function correctly, its Chairmanship is entrusted to a lead director. Among the five members, two lead directors are independent, including the Chairwoman, ( i.e. , 50% of independent directors, as the employee director is not counted). According to the Haut Comité du Gouvernement d'Entreprise (HCGE), this means that the recommendation in the AFEP-MEDEF Code that a majority of directors should be independent can be disregarded. As this derogation can only be temporary, the Committee has begun work to remedy the situation and has appointed a recruitment firm to assist it in its search for independent director candidates. Tasks and functioning The tasks of the Compensation, Appointments and Corporate Governance Committee include studying and formulating proposals on the amount of, and change in, total compensation (and each of its components) of corporate officers, as well as on benefits in kind and any other type of compensation, in compliance with AFEP-MEDEF recommendations. The Committee gives its opinion on the remuneration policy for the Company's main corporate officers and may include the Executive Officer. It proposes to the Board of Directors a total amount and the allocation rules for directors’ compensation, taking into account their attendance at meetings, and for the compensation of non voting Board members. It proposes to the Board of Directors a policy for the reimbursement of expenses incurred to perform the duties of a director and non-voting Board member. In accordance with the Board of Directors' Rules of Procedure, the Compensation, Appointments and Corporate Governance Committee "selects the directors and executive corporate officers" of the Company. Within this framework, the Committee is responsible for making proposals in line with the diversity policy, after an in depth review of the composition and changes in the Company shareholding, in order to ensure the balanced composition of the Board: balanced representation of women and men, nationalities, international experience, expertise, etc. It organises, in particular, a procedure for selecting future independent directors with the support of a recruitment firm, and undertakes its own investigation of potential candidates before contacting them. It discusses the qualifications required for independent directors.
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AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
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