Aéroports de Paris - 2019 Universal registration document

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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

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