ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES 14 PERSONAL INFORMATION CONCERNING MEMBERS BOARD OF DIRECTORS
14.2 PERSONAL INFORMATION CONCERNING MEMBERS BOARD OF DIRECTORS
Family ties, convictions, bankruptcies, conflicts of interest and other information To the Company’s knowledge, on the date of filing of this Registration Document, there is no services agreement binding the members of the Board of Directors or the Chief Operating Officer to the Company or any of its subsidiaries providing for the granting of benefits under such an agreement. To the Company’s knowledge, there are no family ties between the members of the Board of Directors. To the best of the Company’s knowledge as of the filing date of this Registration Document, during the last five years: (i) no member of the Board of Directors has been convicted of fraud, (ii) no member of the Board of Directors has been associated with a bankruptcy, receivership or liquidation procedure, with the exception of Jos Nijhuis, a former member of the Supervisory Board of the Stichting Common Purpose non-governmental organisation, which went bankrupt, (iii) no charge and/ or official public sanction has been upheld against a member of the Board of Directors by statutory or regulatory authorities (including designated professional bodies), and (iv) none of the members of the Board of Directors has been prevented by a court from acting as member of an administration, management or supervisory body of an issuer or from taking part in the management of or conducting the business of an issuer Conflicts of interest To the best of the Company’s knowledge, on the date of filing of this Registration Document, there was no potential conflict of interest between the duties, vis-à-vis the Company, the members of the Board of Directors or non-voting Board members and their private interests or other duties, with the exception of Jos Nijhuis and Els de Groot, due to their positions within the Schiphol Group, and the duties of the director, Vinci, as well as its permanent representative Xavier Huillard, due to the material nature of the business relationship between Vinci and the Company as well as the fact that it may be in competition with the Company for some projects. In addition, Solenne Lepage, in her dual capacity as member of the Boards of Directors of Aéroports de Paris and of Air France-KLM, does not participate in votes on the adoption of tariffs within the Board of Directors of Aéroports de Paris. Likewise, the directors who represent the government could have potential conflicts of interest in the Company’s relationship with the government or the public institutions or entities with which it works. In addition to the provisions of the French Commercial Code applicable to related-party agreements, the Rules of Procedure for the Board of Directors lays down rules for the prevention of risks of conflicts of interest between members of the Board of Directors and Aéroports de Paris or any company within its Group and the rules for transmitting sensitive data to the Board members.
Arrangements or agreements regarding the appointment of members of the Board of Directors The Aéroports de Paris directorships held by Jos Nijhuis, Chairman and CEO of the Schiphol Group, and Els de Groot, member of the Executive Board and Financial Director of the Schiphol Group, were renewed at the Annual General Meeting of Shareholders of 15 May 2014, in accordance with the industrial cooperation agreements signed between the Schiphol Group and Aéroports de Paris (see the paragraph “Composition of the Board of Directors” in Chapter 14). Predica Prévoyance Dialogue du Crédit Agricole and Vinci were both appointed as directors at the Annual General Meeting of Shareholders of 15 May 2014 in accordance with the terms and conditions of the off-market sale by the Government and the Strategic Investment Fund (FSI) of Aéroports de Paris shares, pursuant to which each of these companies has undertaken, under certain circumstances, to resign from its directorship should its capital interest in the Company fall below 4.5%. To the Company’s knowledge, aside from these agreements, and subject to the specific legal and regulatory provisions applicable to the Company’s Board of Directors (see the paragraph “Composition of the Board of Directors” in Chapter 14), no arrangements or agreements have been entered into with shareholders, customers, suppliers or other parties pursuant to which a member of the Board of Directors has been appointed in this capacity. To the Company’s knowledge, on the date of filing of this Registration Document, there are no restrictions accepted by a Board member concerning the sale of his or her interest, if any, in the share capital of Aéroports de Paris, except: ◆ obligations to abstain from the code of ethics annexed to the Rules of Procedure and in relation to share transactions and respect for French regulations on insider trading, abuse of authority and market manipulations; ◆ blocking or non-transferability rules resulting from provisions applicable to directors representing employees who may hold shares in the Company through the common investment fund of the group Savings Plan invested in the Company’s shares; ◆ undertakings given, under the circumstances provided for in the terms and conditions of the off-market sale by the government and the FSI of Aéroports de Paris shares, by both Prédica Prévoyance Dialogue du Crédit Agricole and Vinci, not to hold, at any time up until July 2018, directly or indirectly, alone or with any other entity within their group, or in concert with any other entity, a shareholding representing more than an 8% capital interest in Aéroports de Paris ◆ internal rules adopted by the Schiphol Group concerning the prevention of insider trading and the holding of financial instruments, which in particular prohibit Jos Nijhuis and Els de Groot, in their capacity as members of the Executive Board of the Schiphol Group, from acquiring Aéroports de Paris shares (an exception having been allowed, however, to enable these members to comply with Article 13.IV. of Aéroports de Paris’ Articles of Association). Restrictions concerning the sale of shares
AÉROPORTS DE PARIS REGISTRATION DOCUMENT 2017
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