ADP // 2021 Universal Registration Document
CORPORATE GOVERNANCE GOVERNANCE PRESENTATION
3.1 .2 CORPORATE GOVERNANCE CODE
3.1.2.1 Benchmark corporate governance code
The staggering of mandates was implemented to avoid mass renewals and to promote a smooth renewal process for the directors. Director shareholding (Chapter 20 of the AFEP-MEDEF Code) The charter for the members of the Board of Directors, as shown in the appendix to the Rules of Procedure of the Board of Directors, stipulates, in line with the AFEP-MEDEF Code, that directors appointed by the General Meeting of Shareholders must personally own a significant number of shares in the Company with respect to the amount of attendance fees granted. Unless he or she holds them at the time of taking office, he or she must use his or her directors’ fees at the time of their acquisition. This recommendation cannot be applied within the Company for the following members, who are exempted from owning Company shares: ◆ directors appointed by the French State and directors appointed by the General Meeting of Shareholders on proposal by the French State, in application of Order no. 2014-948 of 20 August 2014; ◆ directors elected by the employees in application of Article 22 of Law no. 83-675 of 26 July 1983 on the democratisation of the public sector. Their mandate is not remunerated. Obligation for Executive Officears to hold shares (Chapter 23 of the AFEP-MEDEF Code) At its meeting of 15 July 2014, and confirmed at the meeting of 20 May 2019, the Board of Directors decided not to set a threshold for keeping shares to the extent that: ◆ the Chairman and CEO does not benefit from any share options or performance shares; ◆ the Chairman and CEO waived payment of his compensation as a member of the Board of Directors of Aéroports de Paris and its companies; ◆ compensation is governed by Decree no. 2012-915 of 16 July 2012 on the French State’s control over the compensation of directors of public companies. The commitment of the Chairman and CEO of Aéroports de Paris is not related to any interests he may have in the Company. He acts in the Company’s best interest, regardless of the number of shares he holds personally.
The Board of Directors, at its meeting of 29 April 2009, decided to refer to the code of corporate governance of listed companies of the Association Française des Entreprises Privées and the Mouvement des Entrepreneurs de France (the AFEP-MEDEF Code) as published in December 2008 and last revised in January 2020. It can be consulted on the websites www.medef.fr or www.afep.fr. The provisions of the AFEP-MEDEF Code 1 not implemented and the reasons why, are included in the paragraph “Exceptions to the AFEP-MEDEF Code” of the corporate governance report in Appendix of this Universal Registration Document. 3.1.2.2 Derogation from the AFEP-MEDEF Code Aéroports de Paris is governed by Order no. 2014-948 of 20 August 2014 on governance as a result of its status as a public company controlled by a majority shareholder The provisions of the AFEP-MEDEF Code (available from link: https://afep.com/wp-content/uploads/2020/01/ Code-Afep_ Medef-révision-janvier-2020_-002.pdf) not implemented and the reasons why are included, are listed below. The number of independent directors (Chapter 9 of the AFEP-MEDEF Code) As of March 30, 2022, the Board of Directors has co-opted two independent directors, thereby complying with the recommendation of the AFEP-MEDEF Code that the company's Board of Directors should include at least one third of directors qualified as "independent", directors representing employees not being counted to establish this percentage. Director terms of office (Chapter 14 of the AFEP-MEDEF Code) The mandate for Aéroports de Paris directors exceeds the four-year term set out in the AFEP-MEDEF Code. The term of office of directors is set at five years, a period consistent with the term of the economic regulation agreement.
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1 Available from link: https://afep.com/wp-content/uploads/2020/01/Code-Afep_Medef-révision-janvier-2020_-002.pdf
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