Universal Registration Document 2024
3 CORPORATE GOVERNANCE
OTHER ELEMENTS RELATING TO GOVERNANCE
3.2.2 PERSONAL INFORMATION CONCERNING MEMBERS
OF THE ADMINISTRATIVE BODIES AND EXECUTIVE MANAGEMENT
3.2.2.1 Prevention of conflicts of interest and transmission of sensitive data The Rules of Procedure of the Board of Directors (applicable to Board members as well as persons called upon to participate in a permanent or ad hoc manner) contain provisions intended to prevent any conflicts of interest, any interference between a public interest and public or private interests, pursuant to French law no. 2013-907 of 11 October 2013 relating to transparency in public life, and any risk of distorting competition. 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 Chief Executive Officer if potential conflicts of interest exist between his or her duties 3.2.2.2 Family ties, convictions, bankruptcies, conflicts of interest and other information To the best of the Company's knowledge and on the date of filing of this Universal Registration Document, over the last five years: (i) no member of the Board of Directors has been convicted of fraud, (ii) none of the members of the Board of Directors has been involved in a bankruptcy, receivership or liquidation, (iii) none of the members of the Board of Directors has been prevented by a court from acting as a member of an administrative, management or supervisory body of an issuer or to intervene in the management or conduct of the business of an issuer. To the best of the Company's knowledge, no member of an administrative body or Executive Management at the filing date of this Universal Registration Document has, in the last five years, been the subject of any official public condemnation or sanction by statutory or regulatory authorities (including from designated professional bodies). 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. Its role is to ensure compliance with the provisions, to advise on ways to prevent said conflicts and to propose means of resolving potential conflicts of interest. When a conflict is identified, the Board member must abstain from taking part in the discussion and from voting on the matter in question.
3.2.2.3 Conflicts of interest To the best of the Company's knowledge, as of the date of filing of this Universal Registration Document, there are no potential conflicts of interest between the duties of the members of the administrative bodies or Executive Management with respect to the Company, and their private interests or other duties, with the exception, where applicable, of (i) the duties of Séverin Cabannes by virtue of his office as director of Moody's Investors Service and ARKEMA, and his activities consulting services, notably with Accenture. In addition, the director representing the French State and the five directors representing the interests of the Predica Prévoyance Dialogue du Crédit Agricole has been a director since being appointed at the Annual General Meeting of 15 May 2014. To the best of the Company's knowledge, in accordance with the specifications of the sale by private agreement by the French State and the Strategic Investment Fund (FSI) of Aéroports de Paris shares, Predica Prévoyance Dialogue du Crédit Agricole has undertaken, under certain conditions, to resign from its position as director in the event that it holds less than 4.5% of the Company's share capital.
State may have potential conflicts of interest in the Company's relationship with the State or the companies or public entities in which they participate. In addition to the provisions of the French Commercial Code applicable to regulated agreements, the Rules of Procedure of the Board of Directors specify the rules for preventing the risk of conflicts of interest between the members of the Board of Directors and Aéroports de Paris or any of its group companies, and the rules for the transmission of sensitive information to the members of the Board.
3.2.2.4 Arrangements or agreements on the appointment of members of the administrative bodies or Executive Management
In addition to this agreement and subject to the specific legal and regulatory provisions applicable to the composition of the Board of Directors of the Company to the best of the Company's knowledge, there are no such arrangements or agreements entered into with shareholders, customers, suppliers or others pursuant to which a member of administrative bodies or Executive Management has been appointed in that capacity.
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AÉROPORTS DE PARIS w UNIVERSAL REGISTRATION DOCUMENT 2024
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