ADP // Universal Registration Document 2022
Corporate Governance
CORPORATE GOVERNANCE REPORT ADOPTED BY THE BOARD OF DIRECTORS ON 15 FEBRUARY 2023
be held in 2024 (and will focus on the approval of the financial statements for the financial year ended 31 December 2023), in accordance with the texts in force. The Chairman and CEO has a company vehicle and is covered by the contract for contingency insurance and the personal accident policy for employees of Aéroports de Paris. He has no employment contract with Aéroports de Paris and is not entitled to any compensation under a non-competition clause. The Chairman and CEO does not benefit from any severance bonus or any specific pension plan. He does not receive any compensation as a director. The Company has not set up any stock-option or share-purchase schemes that benefit the Chairman and CEO. Aéroports de Paris has not made any commitments to the Chairman and CEO in terms of components of compensation, allowances or benefits due or potentially due as a result of taking on, ending or changing their role or after their exercise and, notably, no commitments for retirement benefits or other life annuity benefits. The maximum amount for the variable component of their compensation has been set as an absolute value, not as a percentage. Decree no. 2012-915 of 26 July 2012 amending that of 9 August 1953 capped the compensation of corporate officers in public companies at €450,000. The fixed compensation proposed by the Board of Directors and approved by the Minister of the Economy for the Chairman and CEO is €350,000. It was also decided that the amount of the variable component payable to the Chairman and CEO could enable the statutorily authorised ceiling to be reached: the maximum amount is therefore predefined by the Board of Directors at €100,000 and expressed as a directly readable monetary value. The objectives of the Executive Committee members are aligned with those of the Chairman and Chief Executive Officer. 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 table below presents the equity ratio, in accordance with the AFEP-MEDEF guidelines on compensation multiples: it compares the level of compensation of the Chairman and CEO in relation to the average compensation and the median compensation of employees, on a full-time equivalent basis of the Company’s employees, for the scope of Aéroports de Paris SA, which represents 65% of the workforce in France. Compensation includes: fixed salary, variable portion, supplements to the job description (value-sharing bonus, seniority, bonuses, family allowance, increased additional hours and transport costs), excluding incentive plans and profit-sharing. For 2020 and 2021, the compensation was estimated taking into account the indemnity for the partial activity implemented from 23 March 2020 to 30 June 2021, in order to cover a comparable scope of employee activities; compensation items related to partial activity have not been adjusted (bonuses, increased hours, mileage allowances).
◆ according to the corporate purpose of the Company, environmental and social commitments (25%): ◆ social, notably: 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; actions in favour of youth employment (apprenticeship, Graduate Program, etc.); gender equality and gender balance in governing bodies, ◆ environment: ◆ climate strategy aimed at reducing CO 2 emissions related to airport activities (implementation of CO 2 emissions reduction trajectories scope 1 and 2 and scope 3, formalised according to the SBTi net-zero framework, for the scope of consolidated assets (Paris-Charles de Gaulle, Paris-Orly, Paris-Le Bourget, TAV Airports, AIG), in order to achieve the quantitative objectives set out in Airport for Trust (net zero emissions on scopes 1 and 2 in 2030 at Paris-Orly and Paris-Le Bourget, in 2035 at Paris-Charles de Gaulle, in 2050 in the other airports of the network having made the commitment; Net zero emissions including scope 3 access and cruise departure aircraft in 2050 for Paris airports); implementation of the carbon budget per project , on an experimental basis, in 2023 for projects of more than €5 million from ADP SA), ◆ preservation of biodiversity : formalisation of the roadmap for the Airports for Trust scope (actions following the mapping of impacts and dependencies on biodiversity, fight against the trafficking of protected species, trajectories with net zero artificialisation taken into account in the budget for waterproof surfaces, sheets roadmap for the increase in the biodiversity index (2030 vs 2020) of international assets). The level of performance for each of these objectives ranges from 0.8 to 1.5 (variable portion zero if the level is less than 0.8). The proportion of quantitative criteria is 50%, not lower than that of qualitative criteria. It reflects the major and priority importance of the deployment of the strategic plan and the securing of the Company’s industrial model on the one hand, and of the social, environmental and societal issues to ensure its future, on the other hand. The Board of Directors will assess the extent to which each of these objectives has been reached. The weighting given to each objective defines the fraction of the variable remuneration linked to it. All of these objectives exclude the impact of items whose exceptional nature would be assessed by the Compensation, Appointments and Corporate Governance Committee. The imperatives of management and need to adapt or review the company’s strategy, in particular with regard to changes in traffic and health requirements, will be considered. The payment of the gross annual variable compensation of the Chairman and CEO for the 2023 financial year will be subject to approval by the Company’s Annual Ordinary General Meeting to
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AÉROPORTS DE PARIS / UNIVERSAL REGISTRATION DOCUMENT 2022
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