ADP // 2021 Universal Registration Document
CORPORATE GOVERNANCE 3 COMPENSATION
3 . 5 COMPENSAT I ON
3.5.1 COMPENSATION POLICY FOR 2022 OF THE EXECUTIVE CORPORATE OFFICER REFERRED TO IN ARTICLE L. 22-10-8 OF THE FRENCH COMMERCIAL CODE
Note that the approval of the General Meeting of Shareholders will be required (i) for any changes to the compensation items already approved by the General Meeting of Shareholders, and (ii) for the renewal of Augustin de Romanet’s term of office as Chairman and CEO. Should the General Meeting of Shareholders of 17 May 2022 fail to approve the resolution on the 2022 compensation policy for the executive corporate officer, the policy previously approved by the General Meeting of Shareholders of 11 May 2021 in application of article L. 22-10-8 of the French Commercial Code will continue in effect. The Board of Directors will submit a draft resolution on a revised compensation policy for approval to the next General Meeting of Shareholders. The gross annual amount of the Chairman and CEO’s fixed compensation for the year 2022 is set, unchanged, at €350,000. The Chairman and CEO’s maximum annual gross variable compensation is set at €100,000, unchanged. This portion is based on: Three quantitative objectives: ◆ Net debt / Group EBITDA ratio (weight = 15%); ◆ EBITDA / Group revenue ratio (15%); ◆ Departing passenger satisfaction (ACI/ASQ index) (20%). The level of performance for each of these objectives ranges from 0.7 to 1.1. The target levels (100% achievement) correspond to the approved budget for 2022. Two qualitative objectives: ◆ launch of the strategic plan for 2022-2025 and securing of the industrial model (weight = 25%): organisation in February 2022 of an Investor Day, followed by an external communication (roadshows, press support) and internal communication to mobilise all Company employees, and the development of the three areas provided for in the plan: designing the sustainable airport of the future, building a global, integrated, responsible group, innovating, supporting and empowering, particularly in the management of human resources and recruitment; ◆ according to the corporate purpose of the Company, environmental and social commitments (25%): ◆ social, in particular: occupational safety and, in particular, prevention of psychosocial risks and support for managers and employees by addressing the various risk factors; support for managers and employees (mobility, reclassifications), as part of the overall reorganisation of the Company; actions in favour of youth employment (apprenticeship, Graduate Programme, etc.); gender equality and gender balance in governing bodies, ◆ environment, in particular the implementation of an ambitious climate strategy aimed at reducing the CO 2 emissions linked to airport activities (Scope 1 and 2 CO 2
In application of article L. 22-10-8 of the French Commercial Code, the Board of Directors submits for the approval of the General Meeting of Shareholders the compensation policy which describes all the components of the fixed and variable compensation of the Chairman and Chief Executive Officer for the 2022 financial year. The compensation policy is in line with Decree no. 2012-915 of 26 July 2012 amending that of 9 August 1953 which capped the compensation of corporate officers of public companies to which this Decree is applicable, including Aéroports de Paris, at €450,000. It consists of a fixed and of a variable portion. The allocation of the variable portion is based on the achievement of quantitative and qualitative objectives related to the corporate strategy. The Chairman and CEO is fullymobilised to face the consequences of the health crisis suffered by the entire air transport sector. His objective is to ensure the long-term future of the company and the conditions for new developments. The Group’s strategy is part of the promotion of a new airport model, with a long-term perspective, after two years of an exceptional and lasting crisis. It must be in line with societal and environmental expectations. The strategic plan for 2022-2025 organises and makes possible this ambition, and its implementation in 2022 is a major objective. Hospitality for the travelling customer remains at the heart of the Company’s concerns, with increased attention paid to the components of travel: simplicity and fluidity, health and safety, comfort and quality of experience. This commitment is measured by the departing passenger satisfaction rate (ACI/ASQ index). It is thus a new joint industrial project, at the scale of a multi-local group, which must be built, and secured economically (economic performance indicators: net debt/EBITDA and EBITDA/revenue). In an environmental, societal and social context requiring a sustainable model, and relying on each employee, the Company is renewing and developing its environmental commitments, particularly for the climate, and its social commitments, in particular for supporting employees in the transformation of the Group. The proposed compensation is conditioned by this strategic framework. The compensation for the 2022 financial year was adopted by the Board of Directors on 15 December 2021 on the advice of the Compensation, Appointments and Corporate Governance Committee and was approved by the French Minister of the Economy within the framework of Article 3 of French Decree no. 53-707 of 9 August 1953 (as amended). The conflicts of interest management policy is set out in the section “Operation of the Board of Directors” 5 th paragraph, below. We propose that you approve the compensation policy as presented in this report.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1
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