1. PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT | 9 |
1.1 PERSON RESPONSIBLE FOR THE 2019 UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT | 9 |
1.2 REPORT OF THE PERSON IN CHARGE | 9 |
2. STATUTORY AUDITORS | 10 |
2.1 STANDING STATUTORY AUDITORS FOR THE 2019 FINANCIAL YEAR | 10 |
2.2 SUBSTITUTE STATUTORY AUDITORS FOR THE 2019 FINANCIAL YEAR | 10 |
3. RISK AND MANAGEMENT | 11 |
3.1 INTRODUCTION | 11 |
3.2 RISK FACTORS | 12 |
1 – Risks related to Groupe ADP’s activities and to the airport management sector | 13 |
2 - Risks related to the competitive and general context | 15 |
3 – Risks related to economic regulation and compliance | 16 |
3.3 RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM | 19 |
General presentation | 19 |
Description of the risk management and internal control system | 20 |
Risk management and internal control systems relating to the development and handling of financial and accounting reports | 21 |
Group’s general insurance policy | 23 |
4. INFORMATION ON THE COMPANY | 24 |
4.1 INFORMATION | 24 |
4.2 CAPITAL EXPENDITURES | 25 |
4.2.1 Investments made by the group over the last three financial years | 25 |
4.2.2 Projected Aéroports de Paris’ investment programme between 2016 and 2020, excluding financial investments | 26 |
4.2.3 Aéroports de Paris projected investment programme within the regulated scope between 2016 and 2020 | 27 |
4.2.4 Investment programme proposed as part of the negotiations on the 2021-2025 Economic Regulation Agreement | 29 |
5. BUSINESS OVERVIEW | 32 |
5.1 PRESENTATION OF THE ACTIVITY | 33 |
Business Model | 33 |
The Economic Regulation Agreement | 34 |
General description | 35 |
The group’s strengths | 35 |
Strategy | 37 |
The group’s 2020 objectives | 39 |
5.2 OVERVIEW OF THE MARKET | 40 |
Airport operations | 40 |
Passenger traffic | 41 |
Cargo traffic | 44 |
Competition | 45 |
5.3 DESCRIPTION OF AIRPORTS OWNED OR DIRECTLY MANAGED BY GROUPE ADP IN ILE-DE-FRANCE | 47 |
Paris-Charles de Gaulle | 48 |
Paris-Orly | 53 |
Paris-Le Bourget | 57 |
Civil airfields for general aviation | 58 |
5.4 DESCRIPTION OF ACTIVITIES BY SEGMENT | 59 |
Aviation activities - Parisian platforms | 59 |
Retail and services – Parisian platforms | 67 |
Real estate – Parisian platforms | 74 |
International and airport development | 81 |
Other activities | 89 |
Legal and regulatory environment | 89 |
6. ORGANISATION CHART | 93 |
7. REAL ESTATE ASSETS AND FACILITIES | 95 |
7.1 REAL ESTATE ASSETS AND FACILITIES FIXED ASSETS AND MOVABLE ASSETS OWNED OR USED BY AÉROPORTS DE PARIS | 95 |
7.2 RETROCESSION OF A PORTION OF GAINS THAT MAY BE MADE FROM THE CLOSING OF ALL OR PART OF AN AERODROME OPERATED BY AÉROPORTS DE PARIS TO PUBLIC AIR TRAFFIC | 96 |
8. REVIEW OF THE FINANCIAL POSITION AND INCOME | 97 |
8.1 2019 KEY FIGURES | 98 |
2019 consolidated accounts | 98 |
8.2 ANALYSIS OF 2019 RESULTS | 98 |
Revenue | 98 |
EBITDA | 99 |
Net result attributable to the group | 100 |
Analysis by segment | 101 |
8.3 2019 HIGHLIGHTS | 105 |
Change in passenger traffic over 2019 | 105 |
2019 Groupe ADP forecasts revision | 106 |
Level of achievement of 2019 forecasts | 107 |
Approval of the 2019 airport charges by the ISA | 107 |
Aéroports de Paris contributes to the CDG Express project | 107 |
2021-2025 Economic Regulation Agreement - Availability of the public Consultation Document | 107 |
Takeover of Société de Distribution Aéroportuaire and Relay@ADP | 108 |
Provisions related to Aéroports de Paris in the PACTE law | 108 |
The constitutional Council decision relative to the RIP | 108 |
Composition of the Board of Directors of Aéroports de Paris | 108 |
Dividend voted by the Annual Meeting of Shareholders for 2018 | 109 |
2019 Interim dividend voted by the General Meeting of Shareholders | 109 |
Appointment within Aéroports de Paris SA | 109 |
Augustin de Romanet reappointment as Chairman and Chief Executive Officer | 109 |
€800 million 15-year new bond issue | 109 |
Entry into exclusive negotiation with the Bolivian authorities to develop the Santa Cruz International Airport | 110 |
Discussions by TAV Airports for the acquisition of Almaty International Airport in Kazakhstan | 110 |
Groupe ADP gets a new organization to optimize its performance and expansion and makes new appointments | 110 |
Groupe ADP welcomes the announcement by Turkish authorities of the compensation due to TAV Airports for the early closure of Atatürk airport | 110 |
9. EQUITY AND CASH FLOWS | 111 |
9.1 SHAREHOLDER EQUITY | 111 |
9.2 CASH FLOW | 111 |
9.3 FINANCIAL RISK MANAGEMENT | 113 |
9.4 GROUP COMMITMENTS | 113 |
10. INFORMATION CONCERNING TRENDS | 114 |
10.1 RECENT EVENTS | 114 |
10.2 FORECASTS | 117 |
11. PROFIT FORECASTS | 118 |
11.1 2016-2020 PERIOD GUIDANCES | 118 |
11.2 2020 GROUP FORECASTS | 120 |
12. ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES | 121 |
12.1 BOARD OF DIRECTORS | 121 |
Composition of the Board of Directors on the filing date of this Universal Registration Document | 121 |
Summary presentation of the Board of Directors | 123 |
12.2 EXECUTIVE MANAGEMENT | 125 |
12.3 PERSONAL INFORMATION CONCERNING MEMBERS OF THE BOARD OF DIRECTORS | 125 |
13. COMPENSATION AND BENEFITS OF CORPORATE OFFICERS | 126 |
13.1 2020 EXECUTIVE OFFICER COMPENSATION POLICY REFERRED TO IN ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE | 126 |
13.2 NON-EXECUTIVE OFFICERS COMPENSATION POLICY REFERRED TO IN ARTICLE L. 225-37-2 OF THE FRENCH COMMERCIAL CODE | 128 |
13.3 AMOUNT OF COMPENSATION PAYABLE AND PAID TO CORPORATE OFFICERS DURING THE 2019 FINANCIAL YEAR: INFORMATION REFERRED TO IN ARTICLE L. 225-37-3 OF THE FRENCH COMMERCIAL CODE | 129 |
13.4 SHARES IN THE COMPANY HELD BY DIRECTORS AND NON-VOTING MEMBERS OF THE BOARD | 132 |
13.5 COMPENSATION OF EXECUTIVE COMMITTEE MEMBERS | 132 |
13.6 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE | 133 |
14. FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES | 134 |
14.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES | 134 |
The Board of Directors | 134 |
Executive Management | 138 |
Board of Director restrictions on the powers of the CEO | 138 |
Executive Committee | 138 |
The Development and Performance Committee | 139 |
14.2 FUNCTIONING OF THE COMMITTEES LINKED TO THE BOARD OF DIRECTORS | 141 |
Audit and Risk Committee | 141 |
The Strategy and investment committee | 142 |
The remuneration, appointments and governance committee | 143 |
The Corporate and Social Responsibility Committee | 144 |
14.3 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE | 144 |
15. SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION | 145 |
15.1 AÉROPORTS DE PARIS CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY | 146 |
Aéroports de Paris CSR approach | 146 |
Engagement frameworks | 148 |
MAPPING AND DIALOGUE TOOLS | 149 |
Governance and CSR implementation | 151 |
15.2 PROVIDING THE GROUP AND ITS EMPLOYEES WITH THE MEANS FOR THEIR DEVELOPMENT | 151 |
HR policy and challenges, risk analysis and materiality study | 151 |
15.3 SOCIAL INDICATORS FOR THE GROUP | 159 |
15.4 IMPROVING OUR ENVIRONMENTAL PERFORMANCE | 160 |
Environmental and energy policy 2016-2020 | 160 |
Fight against climate change | 161 |
Preservation of natural resources | 166 |
Environmental indicators for the group | 168 |
15.5 DIALOGUE AND SHARING VALUE WITH OUR REGIONS | 169 |
Creating non-transferable employment for the local populations | 169 |
Supporting regional economic development | 170 |
Facilitating the integration of the most vulnerable populations | 170 |
Removing peripheral obstacles to employment | 170 |
Managing noise and light pollution | 170 |
Dialogue with local residents | 171 |
Groupe ADP Foundation | 172 |
15.6 OPERATING IN AN EXEMPLARY WAY | 172 |
The fight against tax fraud | 172 |
Governance and ethics | 172 |
Measures for people with disabilities or impaired mobility | 175 |
Sustainable purchasing | 175 |
15.7 METHOD OLOGICAL NOTE ON SOCIAL, SOCIETAL AND ENVIRONMENTAL REPORTING | 176 |
Social reporting | 176 |
Environmental reporting | 177 |
Relevance and choice of indicators, change in scope | 177 |
Exclusions, methodological limitations and specificities | 177 |
Consolidation and internal control | 178 |
External controls | 178 |
15.8 CORRELATION OF THE EXTRA-FINANCIAL PERFORMANCE STATEMENT AND THE ARTICLES L. 225-102/R. 225-105 OF THE FRENCH COMMERCIAL CODE WHICH REGULATE THE CONTENT OF THE UNIVERSAL REGISTRATION DOCUMENT IN TERMS OF CSR | 179 |
15.9 REPORT BY ONE OF THE STATUTORY AUDITORS, DESIGNATED INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED STATEMENT OF NON-FINANCIAL PERFORMANCE | 180 |
16. MAIN SHAREHOLDERS | 182 |
16.1 SHAREHOLDING OF THE COMPANY | 182 |
16.2 CHANGE IN THE CONTROL OF THE COMPANY | 184 |
Staff shareholder structure | 184 |
Double voting rights | 184 |
16.3 SHAREHOLDER AGREEMENT | 184 |
Alliance with Schiphol Group | 184 |
17. OPERATIONS WITH RELATED PARTIES | 186 |
17.1 RELATIONS WITH GOVERNMENT AUTHORITIES AND ADMINISTRATIVE AUTHORITIES | 186 |
17.2 OPERATIONS WITH RELATED PARTIES | 187 |
18. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2019 | 188 |
1 8.1 GROUPE ADP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2019 | 189 |
Key figures | 189 |
Glossary | 190 |
Consolidated Income Statement | 191 |
Consolidated Statement of Comprehensive Income | 192 |
Consolidated Statement of Financial Position | 193 |
Consolidated Statement of Cash flows | 194 |
Consolidated Statement of Changes in Equity | 195 |
Notes to the consolidated financial statements | 196 |
18.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 270 |
18.3 COMPANY FINANCIAL STATEMENTS AND NOTES OF AÉROPORTS DE PARIS SA AT 31 DECEMBER 2019 | 274 |
18.4 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS | 305 |
18.5 PRO FORMA FINANCIAL DATA | 308 |
18.6 INTERIM FINANCIAL DATA | 308 |
18.7 DIVIDEND DISTRIBUTION POLICY | 308 |
Amount of dividends distributed during the course of the last three financial years: | 308 |
Dividend distribution policy | 308 |
Statute of limitation | 308 |
18.8 LEGAL AND ARBITRATION PROCEEDINGS | 308 |
JSC Investissements | 308 |
Registered office | 309 |
18.9 MATERIAL CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION SINCE 31 DECEMBER 2019 | 309 |
19. ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND PROVISIONS OF THE ARTICLES OF ASSOCIATION | 310 |
19.1 INFORMATION ON THE SHARE CAPITAL | 310 |
Share capital | 310 |
Authorisation of share buybacks by Aéroports de Paris | 310 |
Non-capital securities | 312 |
Capital authorised but not issued | 312 |
19.2 PROVISIONS OF THE ARTICLES OF ASSOCIATION | 313 |
Corporate object | 313 |
Management bodies | 313 |
Rights attached to shares | 313 |
Modification of the share capital and rights attached to the shares | 314 |
General Meetings of Shareholders | 314 |
Provisions of Articles of Association resulting in the delaying, deferring or preventing a change in controlling interest | 314 |
Identification of shareholders | 314 |
Breaching of thresholds | 315 |
20. MATERIAL CONTRACTS | 316 |
21. INFORMATION FROM EXPERTS | 317 |
22. DOCUMENTS AVAILABLE TO THE PUBLIC | 318 |
23. INFORMATION ON ACQUISITIONS | 320 |
A1. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS | 321 |
A2. REPORT ON THE CORPORATE GOVERNANCE OF AÉROPORTS DE PARIS | 341 |
1.1 COMPENSATION | 341 |
2.2 GOVERNANCE | 346 |
1.3 ELEMENTS LIKELY TO H AVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER | 371 |
A3. ANNUAL FINANCIAL REPORT | 374 |