ADP // 2021 Universal Registration Document
CORPORATE GOVERNANCE 3 COMPENSATION
3.5.2 COMPENSATION POLICY FOR NON-EXECUTIVE CORPORATE OFFICERS REFERRED TO IN ARTICLE L. 22-10-8 OF THE FRENCH COMMERCIAL CODE
Note that the compensation is paid: ◆ to the State budget for the director appointed by government decree (Article 5 of Order 2014-948 of 20 August 2014); ◆ to the French State budget for directors proposed by the State and appointed by the General Meeting of Shareholders, who are civil servants (Article 6 V of the above-mentioned order); ◆ to the French State budget for any compensation exceeding a cap set by the regulations in effect for directors proposed by the State and appointed by the General Meeting of Shareholders, who are not civil servants (Article 6 V of the above-mentioned order). Directors representing employees do not receive any compensation. Aéroports de Paris has not made any commitments to the non executive corporate officers in terms of compensation, allowances or benefits due or potentially due as a result of taking, ending or changing their roles or after their exercise and, notably, no commitments for retirement benefits or other life annuity benefits. Two quantitative objectives (total weighting: 50%) have been set for 2021: amount of EBITDA / Group revenue (25%), departing passenger satisfaction rate (25%), as well as two qualitative objectives (total weighting: 50%): ◆ adaptation of the Company’s economic and social model (weight = 25%), including strategic, economic and financial, considerations, traffic and facilities management; ◆ in line with the Company’s corporate purpose, environmental and social commitments (25%): environment, in particular: ACA4 certification of the Île-de-France platforms, use of sustainable alternative fuels by 2022 and preparation for the arrival of H2 aircraft, feasibility studies for energy projects on a regional scale, preparation of a greenhouse gas emissions reduction trajectory. Social, in particular: implementation of the mutually agree termination (RCC) agreement, project to adapt employment contracts and standards applicable to ADP SA employees, occupational health and safety. The objectives were achieved respectively at the level of 110% for the quantitative objectives (EBITDA / Group revenue: 110%, departing passenger satisfaction rate = 110%) and 100% for the qualitative objectives (including adaptation of the Company’s economic and social model: 100%, environmental and social commitments: 100%). The quantitative target levels, for 100%, corresponded to the approved budget for 2021. The target for the EBITDA / revenue ratio was achieved and outperformed.
The non-executive directors are remunerated exclusively on the basis of their attendance at meetings of the Board of Directors and its committees that define the Company’s strategy. In 2020, the General Meeting of Shareholders of 12 May decided to increase the annual budget for the compensation of directors and non-voting directors to €500,000 to take into account the appointment of a Senior Director and the creation of a Corporate Social Responsibility Committee and an increase in the number of meetings. The terms of allocation of the budget were set by deliberation of the Board of Directors on 24 June 2020, without modification until further deliberation. The Board of Directors is aware of the conditions of employment and compensation of the employees within Groupe ADP and the equity ratio between the compensation of the Chairman and Chief Executive Officer and those of employees. The conflicts of interest management policy is set out in the section “Operation of the Board of Directors” 5 th paragraph, below.
3.5.3 AMOUNT OF THE COMPENSATION PAYABLE AND PAID TO CORPORATE OFFICERS DURING THE 2021 FINANCIAL YEAR: INFORMATION REFERRED TO IN ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE
Augustin de Romanet – Chairman and CEO, executive corporate officer of the Company The following compensation and benefits were paid or awarded to Mr Augustin de Romanet in respect of his office as Chairman and Chief Executive Officer of Aéroports de Paris during the 2021 financial year, in application of the compensation policy and its criteria, whose link with the Company’s strategy is described in the corporate governance report for 2020. This policy was approved by the Aéroports de Paris General Meeting of Shareholders held on 11 May 2021. The achievement of each of these objectives was reviewed by the Board of Directors on 16 February 2022, on the advice of the Compensation, Appointments and Corporate Governance Committee, and submitted for approval to the French Minister of the Economy within the framework of Article 3 of Decree no. 53-707 of 9 August 1953 (as amended). A detailed report on the accomplishments and criteria was presented to the Compensation, Appointments and Corporate Governance Committee and to the Board of Directors for deliberation. In accordance with the laws in effect, the payment of the variable compensation for the financial year closed on 31 December 2021 will be conditional on approval by the Annual Ordinary General Meeting of Shareholders to be held on 17 May 2022. The gross annual amount of fixed compensation payable to the Chairman and CEO was €350,000. The maximum gross variable compensation of the Chairman and CEO is set at €100,000, i.e. 29% of the fixed compensation.
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AÉROPORTS DE PAR I S / UN I VERSAL REG I STRAT I ON DOCUMENT 202 1
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