Universal Registration Document 2024
CORPORATE GOVERNANCE 3
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
The Committee draws up a succession plan for executive corporate officers and selects candidates with a view to making recommendations to the Board of Directors. Activity of the Compensation, Appointments and Corporate Governance Committee in 2024 The Compensation, Appointments and Corporate Governance Committee meets at least once a year and as often as necessary and can only meet if two thirds of its members are present. In 2024, it met 12 times with an attendance rate of 90%. During its meetings, the committee debated on such items as: u the appointment of the Chairman and CEO: u work relating to the succession of the Chairman and CEO, with the assistance of a recruitment firm: defining the profile sought, examining applications, interviewing candidates and examining the appointment sequence; examining the succession plan for the Executive Officer and management continuity, u carrying out all the necessary due diligence within the remit of the Committee to ensure the Company's continuity of operation, so that the French State can take its decision; u governance: u the principles governing the composition of the Board of Directors of Aéroports de Paris, u implementing the procedure for selecting independent directors with the help of a recruitment firm, u the submission to the Annual General Meeting of the renewal of the terms of office of directors and the review of the independence of these directors, as well as the appointment of four non-voting Board members, u the annual review of the independence criteria for directors with regard to the AFEP-MEDEF Code, based in particular on the setting of quantitative and qualitative criteria to assess the materiality or otherwise of the business relationship between Aéroports de Paris and the members of the Board of Directors, u the organisation of the election of employee directors to the Board of Directors of Aéroports de Paris in accordance with French law of 26 July 1983 on the democratisation of the public sector and the ordonnance of 20 August 2014 on the governance and operations on the capital of corporations with public participation, u the appointment of committee chairmen to the Board of Directors, u the reappointment of Séverin Cabannes as lead director, u internal appraisal of the operation of the Board of Directors, u the review of the corporate governance report for the 2023 financial year and of chapter 3 of the Universal Registration Document, u bringing the Board of Directors' Rules of Procedure into line with legislative and regulatory provisions, u the review of the observations of the Haut Comité de Gouvernement d'entreprise (HGCE) and the draft response.
u wages and salaries: u the compensation policy of the Chairman and CEO for the 2024 financial year, with the setting of the fixed and variable portions as well as the associated objectives, notably the objectives related to the climate, u the variable compensation of the Chairman and CEO, with a review of the level of achievement of the objectives and the setting of the associated amount for 2023 and a first estimation for 2024, u the compensation for directors and non-voting Board members, u the submission to the Annual Ordinary General Meeting of ex-ante and ex-post resolutions relating to the compensation of corporate officers, u the compensation policy for members of the Executive Committee; u the approval of the special report on free share in 2023; u the summary of the expenses incurred by the members of the Board of Directors in 2023. Corporate Social Responsibility (CSR) Committee Composition The CSR Committee has a maximum of six members, with voting rights, appointed among the directors, of whom two are employee directors. The members are appointed by the Board of Directors on proposal by the Chairman and CEO from among the directors according to their competencies in terms of the committee’s missions, their experience, their interest in the subjects being dealt with and their availability. At 31 December 2024, the committee was composed of six members: Fanny Letier, its Chairwoman, Yves Pascart, Olivier Grunberg, independent director, Cécile de Guillebon, Valérie Schorgeré and Perrine Vidalenche. Tasks and functioning The purpose of the CSR Committee is to: u review the main Corporate Social Responsibility challenges impacting the Company; u review the Corporate Social Responsibility strategy and action plan, including the undertakings of the Company in this area and monitor their implementation and propose measures to be implemented; u submit proposals and opinions to the Board of Directors that take into consideration the CSR challenges impacting the Company to set the direction of the latter’s actions; u review the CSR reports submitted to the Board of Directors in line with the applicable laws and regulations; u study the non-financial scores obtained by the Company and define objectives in this area, where applicable; u with respect to sponsorship: review the Company’s guidelines and principles for participation. An annual review of sponsorship activities is submitted to the committee. The CSR Committee collaborates with the Audit and Risk Committee in the performance of its tasks relating to sustainability, in particular with regard to the process for preparing sustainability information, the task of certifying sustainability information and, where applicable, sustainability issues. Joint meetings or communication points can be organised.
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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