ADP // 2021 Universal Registration Document

CORPORATE GOVERNANCE 3 ADMINISTRATIVE AND MANAGEMENT BODIES

3 . 2 ADMI N I STRAT I VE AND MANAGEMENT BOD I ES

3.2.1 THE BOARD OF DIRECTORS

3.2.1.1 Composition of the Board of Directors Since 22 July 2005, Aéroports de Paris has been a limited company with a Board of Directors whose securities have been admitted for trading on a regulated market (Euronext Paris) since 16 June 2006. Composition of the Board of Directors as at 31 December 2021 The Company has been managed by a Board of Directors since 11 May 2017, in accordance with Order no. 2014-948 of 20 August 2014 on governance and the capital transactions of companies with public shareholding and Article 13 of the Articles of Association of Aéroports de Paris. The Board of Directors consists of three to eighteen members in accordance with Article 13 of the Company’s Articles of Association. At 31 December 2021, it comprised four directors appointed by the General Meeting of Shareholders, one director representing the French State, five directors proposed by the French State and appointed by the General Meeting of Shareholders, and six directors representing employees. The members of the Audit and Risk Committee meet the criteria of financial or accounting expertise provided for by the laws in force, as shown in the description of the offices and positions held by the directors over the last five financial years. The shareholders, at a General Meeting of Shareholders held on 20 May 2019, renewed the terms of office of Augustin de Romanet, Jacques Gounon and Predica Prévoyance Dialogue du Crédit Agricole represented by Françoise Debrus. The General Meeting of Shareholders of 11 May 2021 ratified the co-optation of Séverin Cabannes to replace Vinci. On 30 November 2021, Dick Benschop, appointed by the General Meeting of Shareholders of 20 May 2019, and Robert Carsouw, whose co-optation was ratified by the General Meeting of Shareholders of 11 May 2021, resigned as directors of the Company, due to the end of the industrial cooperation agreement between Royal Schiphol Group and Aéroports de Paris. In replacement, the Board of Directors on 30 March 2022 has co-opted two independent directors, Olivier Grunberg and Sylvia Metayer, of which the ratification will be submitted to the General Meeting of the Shareholders on 17 May 2022. 1 In application of the aforementioned order, the director representing the French State is Claire Vernet-Garnier, appointed by a Decree dated 8 October 2021, replacing Isabelle Bui, who resigned on 30 July 2021. On the proposal of the French State, the General Meetings of Shareholders of 11 May 2017 and 20 May 2019 appointed: Michel Massoni, Geneviève Chaux Debry, Perrine Vidalenche, Fanny Letier. The General Meeting of Shareholders

of 11 May 2021 ratified the co-optation of Jean-Benoît Albertini, replacing Christophe Mirmand who resigned as of 20 August 2020. The mandates of Geneviève Chaux-Debry, Perrine Vidalenche, Michel Massoni, and Jean-Benoît Albertini, directors proposed by French State, will expire at the end of the meeting of shareholders on May 17, 2022. In accordance with of Ordinance no. 2014-948 of August 20, 2014, the French State has proposed to the Board of Directors to submit to the Shareholders' Meeting the appointment of two directors and the renewal of two directors to directors to replace the four directors whose term of office is expiring. It is proposed to the General Shareholders' Meeting of May 17, 2022 to appoint Pierre Cunéo and Cécile de Guillebon and to reappoint Perrine Vidalenche and Jean-Benoît Albertini for a period of five years. The directors representing employees were elected on 22 May 2019, in line with the law of 26 July 1983 on the democratisation of the public sector, by the employees of Aéroports de Paris and certain subsidiaries. They are Isabelle Bigand-Viviani (CGT) replacing Joël Vidy, Fayçal Dekkiche (CFE/CGC), Nancy Dunant (CFE/CGC), Frédéric Gillet (CFDT), Jean-Paul Jouvent (UNSA/ SAPAP), and Valérie Schorgeré (CGT) replacing Brigitte Blanc. In application of Article 13 of the Articles of Association, non voting Board members attend meetings of the Board of Directors in an advisory capacity. Anne Hidalgo, Christine Janodet, Valérie Pécresse and Patrick Renaud were appointed or renewed as non voting Board members by the General Meeting of Shareholders of 20 May 2019. Pursuant to Article 13 of the Company’s Articles of Association, the mandate for directors and non-voting Board members is for five years. Article R. 251-1 of the French Civil Aviation Code makes provision for the minister in charge of civil aviation to appoint by decree a Government commissioner and a deputy Government commissioner entitled to sit on the Aéroports de Paris Board of Directors in a consultative capacity. Damien Cazé, Director General of the French Civil Aviation Authority and Marc Borel, Director of Air Transport, were appointed Government Commissioner and Deputy Government Commissioner, respectively, at Aéroports de Paris by order of the Civil Aviation Minister on 26 October 2020 and 15 June 2015. Jean-Marc Delion, Economic and Financial Controller, and Thierry Bouchet, appointed Secretary of the Social and Economic Committee, also attend the Board of Directors meetings without voting rights.

1 Termination of the HubLink industrial cooperation, see section 5.1.7 of this Document.

144

AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1

Made with FlippingBook - Online Brochure Maker