FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES 16 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE
During its meetings, the committee debated on such items as: ◆ governance, in particular: ◆ the implementation, as of 12 May 2017, of the provisions of Order No. 2014-948 of 20 August 2014 on the governance of companies with a public shareholding, ◆ the annual review of the independence criteria for Directors with regards to the AFEP-MEDEF Code, based on the setting of quantitative and qualitative criteria to assess the significant nature or not of the relationship between Aéroports de Paris and the members of the Board of Directors, ◆ external appraisal of the operation of the Board of Directors, ◆ submission to the General Meeting of Shareholders of an increase in overall attendance fees and adjustment of the allocation scale; ◆ executive officer compensation (Chairman and CEO and Chief Operating Officer):
◆ variable compensation for 2016 – achievement of objectives and the amount of variable compensation for the executive officers, ◆ the Chairman and CEO’s 2018 compensation: setting the amount of the fixed component and the objectives for the variable component, ◆ submission to the Annual General Meeting of Shareholders of the ex-ante and ex-post resolutions on executive officer compensation; ◆ the policy for the reimbursement of expenses incurred by the members of the Board of Directors; ◆ Groupe ADP’s business continuity policy; ◆ the compensation policy for members of the Executive Committee. Given that the information communicated to the committee or to which they will have access in carrying out their duties is confidential, the members of this committee are bound to strict confidentiality with regard to any third party on the Board of Directors or committee, subject to the same system as that applicable to the Company’s directors.
16.3 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE
The Board of Directors resolved on 29 April 2009 to refer to the Corporate Governance Code for listed companies established by the French association of private companies and the Movement of French Entrepreneurs (AFEP-MEDEF Code). The Company also draws on the charter for relations with public companies that sets out the rules governing the relations between the French Government Shareholding Agency (APE) and the companies in which the government holds shares.
Aéroports de Paris is governed by Order No. 2014-948 of 20 August 2014 on governance as a result of its status as a public company controlled by a majority shareholder. The provisions of the AFEP-MEDEF Corporate Governance Code (available online at https:// www.afep.com/contenu/focus/code-de-gouvernement-d-entreprise-des- societes-cotees ) were not taken into account and the reasons for doing so are given in the paragraph concerning the “Derogation to the AFEP- MEDEF Code” in the Corporate Governance report in appendix 2 of this Registration Document.
AÉROPORTS DE PARIS REGISTRATION DOCUMENT 2017
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