ADP // 2021 Universal Registration Document
CORPORATE GOVERNANCE
ADMINISTRATIVE AND MANAGEMENT BODIES
3.2.2 EXECUTIVE MANAGEMENT
3.2.2.1 Chairman and Chief Executive Officer - Combining the functions Article 14 of the Articles of Association of Aéroports de Paris states that the Chairman of the Board of Directors is also responsible for the executive management of the Company. His title is Chairman and CEO. He is appointed by decree from among the directors on proposal by the Board of Directors. On the proposal of the Board of Directors of 20 May 2019, Augustin de Romanet, Chairman and Chief Executive Officer of Aéroports de Paris since 29 November 2012, was reappointed by a decree dated 29 May 2019. The Board of Directors believes that this unity of duties makes it possible, in a profoundly changing international, environmental and societal context in air transport, to strengthen the cohesion between strategy and operational function and to guarantee true efficiency in decision-making within Groupe ADP. As part of the external assessment of the Board, established in 2019, confirmed by the internal assessments carried out in 2020 and 2021, the members of the Board of Directors considered that combining the positions of Chairman and Chief Executive Officer was appropriate for the context of the Company because there is a real balance of power. The Chairman and Chief Executive Officer organises and directs the work of the Board and represents the Board in its dealings with shareholders and third parties. He or she sees to the proper running of the corporate bodies and makes sure, in particular, that the directors are able to fulfil their duties. Pursuant to Article 14 of the Company’s Articles of Association, the Board of Directors may, upon proposal by the Chairman and Chief Executive Officer, appoint up to five Chief Operating Officers in charge of assisting the Chairman and CEO. The Chairman and CEO cannot hold more than two other director mandates in listed companies outside of the Group, including foreign companies. In addition, the prior opinion of the Board was required before they could accept a new corporate mandate in a listed company. The mandates exercised by the Chairman and CEO are provided above. 3.2.2.2 Balance of powers within the Board of Directors Mindful of the need to ensure and maintain a real balance of powers, the Board of Directors decided to: ◆ limit the powers of the Chief Executive Officer in order to ensure a balance between the executive corporate officer and the Board of Directors, while preserving the necessary flexibility
and responsiveness in the administration and management of the Company in compliance with best practices governance; ◆ create the position of Senior Director to ensure a balance of powers and prevent and manage any conflicts of interest within the Board; ◆ organise, at least once a year, an executive session, without the presence of the executive corporate officer, to improve the governance of the company. 3.2.2.3 Limitations placed by the Board of Directors on the powers of the Chief Executive Officer The Chairman and CEO is vested with the most extensive powers to act in the Company’s name in all circumstances. He sees to the proper running of the corporate bodies and makes sure that the directors are able to fulfil their duties. Limitations on the powers of the Chairman and CEO of Aéroports de Paris were set by deliberation of the Board meeting held on 9 September 2005, amended on 24 January 2019. The Board of Directors of Aéroports de Paris decided that the Chairman and CEO must obtain the prior authorisation of the Board of Directors for the following acts: ◆ strategy and major projects: adoption of Groupe ADP’s five year investment and financing plan; approval of planned investments, acquisitions and disposals of tangible, intangible and financial assets carried out by Aéroports de Paris or any other company it controls as meant by article L. 233-3 of the French Commercial Code for an amount greater than: ◆ €60 million in France, ◆ €50 million in other countries; ◆ the principles governing the allocation of airlines among the various airports and air terminals; ◆ approval of the contracts provided for in Articles 2 and 3 of Law no. 2005-357 of 20 April 2005 on airports; ◆ pricing: approval of the multi-annual Economic Regulation Agreement; setting the level of the fees described in point 1 of article R. 224-2 of the French Civil Aviation Code; ◆ with respect to financial matters: approval of transactions and debt waivers for an amount equal or superior to €15 million, excluding taxes. These restrictions were incorporated into the Rules of Procedure of the Board of Directors which issues its allocations while taking into account the restrictions imposed on the powers of the Chairman and CEO.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1
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