Aéroports de Paris - 2019 Universal registration document
FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES 14 FUNCTIONING OF THE COMMITTEES LINKED TO THE BOARD OF DIRECTORS
independent director, Isabelle Bui, Frederic Gillet and Françoise Debrus, permanent representative of Predica, independent director. The Board of Directors has noted that the members of the Audit and Risk Committee meet the criterion of financial or accounting expertise provided for by the texts in force. The presentation of the mandates and duties filled by the directors over the last five years attests to their expertise in finance and accounting. Tasks and functioning The Audit and Risk Committee’s rules of procedure are based on the French Commercial Code and the recommendations of the AMF. The Audit and Risk Committee is also governed by Order no. 2016/315 of 17 March 2016 relating to the statutory audit. The Audit and Risk Committee, reporting to the Board of Directors, monitors the accuracy and truthfulness of the company and consolidated financial statements and oversees the preparation of financial and extra-financial information. It monitors the Statutory Auditors through completion of their missions and ensures their independence. It monitors the effectiveness of the internal control and risk management systems, including those of a social and environmental nature, as well as internal audit. It reviews the relevance of the Group’s financial policy. It enlightens the Board of Directors on the reliability and quality of information issued to it. The Audit and Risk Committee makes sure of the expertise, independence and objectivity of outside experts of whom it may make use. The committee could consider executive officers other than the corporate officers, and under conditions that it determines. It hears the Executive Director - Finance, Strategy & Administration, the Executive Director for International, the Group Secretary General (notably responsible for CSR subjects), the Corporate Accounts Director, the Internal Audit Director, the Director for Safety, Risk Management and Compliance and the Statutory Auditors. The activity of the Audit and Risk Committee in 2019 The Audit and Risk Committee meets at least four times a year and as often as necessary, and can only meet if half of its members are present. In 2019, it met eleven times with an attendance rate of 95%. The Statutory Auditors attended all of the committee meetings. During its meetings, the committee examined in particular files relating to: ◆ the closing of the 2018 company and consolidated financial statements and 2019 half-yearly financial statements, the adoption of the 2018 management report, the update of the 2019 consolidated budget forecast, the establishment of management planning documents and the progress report on the development of Aéroports de Paris, the 2020 consolidated budget of Groupe ADP, the setting of the airport fees for the period from 1 April 2019 to 31 March 2020, the appropriation of 2018 income, the setting of the dividend, the distribution of interim dividends; ◆ the corporate governance report for the 2018 financial year; ◆ the presentation of the Statutory Auditors’ complementary report; ◆ review of the charter on related party agreements; ◆ the status of 2019 risk mapping for Groupe ADP and its subsidiaries and shareholdings, including social and environmental aspects, the status of Groupe ADP’s 2019 corruption risk map, the summary of the 2018 internal audit activity and the Audit Department’s 2019 and 2020 audit programme, the update of the internal audit charter; ◆ an update on the Ethics and Compliance plan;
◆ review of the Rules of Procedure of the Board of Directors; ◆ monitoring of off-balance sheet commitments by monitoring sureties, endorsements and guarantees; ◆ the authorisation for bond issues in 2019 and 2020; ◆ the monitoring of the main investment programmes; ◆ the review of Groupe ADP’s 2020 -2024 investment program and its associated financing plan; ◆ international development with, notably the regular update on TAV Airports, participation in the call for tenders for international airport concessions; ◆ the review of the proposal for an Economic Regulation Contract 4 and the progress of the Terminal 4 project; ◆ the Groupe ADP’s procurement policy and the work of the consultative markets commission; ◆ the report of the Senior Director on his mission to prevent conflicts of interest; ◆ the Audit and Risk Committee’s approval process for services other than certification of the financial statements provided by the Statutory Auditors in application of article L. 823-19 of the French Commercial Code. The Strategy and investment committee Composition The Board’s Rules of Procedure require that Aéroports de Paris SA has a strategy and investment committee consisting of a maximum of six members entitled to vote, appointed from among the directors, including two employee representatives. At the date of filing of this Universal Registration Document, it is composed of the following six members: Augustin de Romanet, its Chairman, Isabelle Bui, Geneviève Chaux Debry, Fayçal Dekkiche, Jabine van der Meijs and Joël Vidy. Tasks and functioning The duties of the strategy and investment committee are to provide advice to the Board of Directors on: ◆ the definition and implementation of the strategic policies of Groupe ADP; ◆ the guidelines of Groupe ADP in terms of diversification or growth operations; ◆ significant investment and development projects or disposals of holdings. It examines the company’s economic doctrine and any issue relating to the definition and implementation of Groupe ADP strategy that the Board of Directors wishes to submit to it. Activity of the Strategy & Investment Committee in 2019 The strategy and investment committee meets at least three times a year and as often as necessary and can only meet if half of its members are present. In 2019, it met nine times with an attendance rate of 91%. Notably, a strategic seminar of the Board of Directors was also held on 20 November 2019.
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AÉROPORTS DE PARIS ® UNIVERSAL REGISTRATION DOCUMENT 2019
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