Universal Registration Document 2024
3 CORPORATE GOVERNANCE
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 19 FEBRUARY 2025
Activity of the CSR Committee in 2024 The CSR Committee meets at least once a year and as often as required. The CSR Committee can only meet if half of the appointed members are present. In 2024, it met five times with an attendance rate of 97%. During its meetings, the committee debated on such items as: u a CSR presentation of the organisation of the Paris 2024 Olympic and Paralympic Games at Paris airport hubs; u the presentation of the CSR Committee’s roadmap; u the assessment of the consideration of social and environmental issues and the purpose; u the 2023 non-financial performance statement describing the main CSR risks; u the “Pioneers for Trust 2025” strategy: u focus on zoom Climate – targets and action plan filed with the SBTi (certification obtained in October 2024), u focus on Governance – responsible digital, Sustainable Purchasing policy, 2023 Vigilance Plan and formalisation of Human Rights commitments, u 2023 review, u focus on territories: results of the socio-economic study; u the human resources policy, the non-discrimination and diversity policy and the policy on professional and salary equality, the diversity policy of the management bodies of Aéroports de Paris; u the actions needed to improve health and safety at work; u sustainability information: progress report on the Sustainability Report, presentation of the internal control system, double materiality study, presentation by the Statutory Auditors of the sustainability audit programme; u the 2023 ethical climate barometer; u the 2024 activity report and the 2025 programme of the Stakeholders Committee. The Rules of Procedure provide that once a year, the Board of Directors discusses its own performance, under the direction of the lead director, and proposes amendments to the Rules of Procedure if it finds it necessary. The purpose of the evaluation is to take stock of the way the Board operates, to check that important issues are properly prepared and debated and to assess the effective contribution of each director to the work of the Board. It also corresponds to the three objectives and the procedures set out by the AFEP-MEDEF Code on the matter. Under the direction of the lead director and the Compensation, Appointments and Corporate Governance Committee, every three years, the Board carries out an external assessment of its own operation, accompanied by individual interviews to assess the effective contribution of each director. In 2024, the Board of Directors carried out an internal assessment, based on a questionnaire completed by each director, under the guidance of the lead director and the Chairwoman of the Compensation, Appointments and Corporate Governance Committee. The last assessment, carried out by an external service provider, took place in 2022. 3.1.3.3.2.9 ASSESSMENT OF THE FUNCTIONING OF THE BOARD AND ITS COMMITTEES
The exercise conducted in 2024 included: u an assessment of the composition of the Board, with regard to each of the composition criteria and in line with the diversity policy. This assessment follows on from the internal assessment conducted in 2023. On that occasion, the directors considered that the composition of the Board was appropriate to the tasks of Groupe ADP, while wishing to strengthen certain skills. These factors have fed into the work of the Compensation, Appointments and Corporate Governance Committee as part of the ongoing implementation of the procedure for selecting directors; u an assessment of the collective functioning of the Board and its committees and an assessment of their evolution, supplemented by an assessment of the individual contribution of the directors in accordance with the recommendations of the AFEP-MEDEF Code. As part of this process, each director completed the same confidential online questionnaire and, at his or her request, could meet with the lead director or the Chairwoman of the Compensation, Appointments and Corporate Governance Committee to argue their point of view to improve the functioning of the Board. The conclusions were reported at the Board of Directors’ meeting of 18 December 2024, after review by the Compensation, Appointments and Corporate Governance Committee on 9 December 2024. In line with previous assessments, the overall level of satisfaction, already very high, continues to improve. The members of the Board of Directors pay tribute to the Chairman and CEO and the teams at Aéroports de Paris. The Board members consider the governance practices to be appropriate. The effectiveness of the Board is perceived positively by all its members. The climate and dynamics of the meetings promote open and independent dialogue and enable the Board of Directors to carry out its control and supervisory role. The non-separated form of governance continues to be considered appropriate within the context of the Company. The functioning of the Board of Directors is particularly appreciated by its members, with a very high level of satisfaction: u organisation of meetings: The frequency and number of meetings, as well as the length of sessions, continue to meet the expectations of Board members. The members of the Board reiterated the high level of satisfaction with the Chairman and CEO’s coordination of the meetings: the distribution of time between presentation and discussion and the conduct of debates facilitates the expression of various opinions; u respect for confidentiality and the conflict of interest prevention system: All Board members are satisfied with the ethical principles governing the Directors’ Charter. The implementation of the conflict of interest prevention system as well as the confidentiality of discussions and documents provided is appreciated by the directors. The dynamics and performance of the Board and its committees are perceived very positively. The climate of transparency, free speech, the maturity of the discussions, the quality of the debates, under the leadership of a Chairman and CEO who is attentive and invested with a real desire for consultation and dialogue, are points expressed by all. Members express their satisfaction regarding the contribution of the members to the discussions of the Board, the spirit of collaboration and effectiveness prevailing among the members, while respecting its diversity. Directors are attached to the Board and the Company and show a
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AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
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