references
CORPORATE GOVERNANCE
AÉROPORTS DE PARIS IS A FRENCH SOCIÉTÉ ANONYME (PUBLIC LIMITED COMPANY) WITH A BOARD OF DIRECTORS. THE MEMBERS OF THE BOARD ARE APPOINTED FOR A FIVE-YEAR TERM OF OFFICE. THE CHAIRMAN OF THE BOARD ALSO CARRIES OUT THE DUTIES OF CEO.
THE BOARD OF DIRECTORS The Board of Directors determines the orientation of the Company’s activities and ensures that it is implemented. It supervises the management of the Company and ensures that the information provided to shareholders and to the market is of good quality. It is composed of 18 members including six appointed by shareholders at their Annual General Meeting, six representing the French government and six elected by employees. Two non-voting members with a consultative voice, appointed by shareholders, also participate in Board meetings. The Board of Directors uses the AFEP-MEDEF code of corporate governance for listed companies as its reference framework. An internal regulation defines the Board’s responsibilities and procedures. It specifies that the Board must evaluate the quality of its own operations once a year. A director’s charter specifies each director’s rights and duties. A code of ethics relating to securities trading and compliance with French regulations on insider trading has been appended to the internal regulation. The Board of Directors met 12 times in 2014, with an attendance rate of 78%. BOARD COMMITTEES Three committees help prepare the decisions of the Board of Directors: • the Audit and Risk Committee, composed of Jacques Gounon (Chairman), Serge Gentili, Solenne Lepage and Emmanuelle Yannakis;
• the Strategy and Investment Committee, composed of Augustin de Romanet (Chairman), Geneviève Chaux Debry, Solenne Lepage, Frédéric Mougin, Marie-Anne Donsimoni and Jos Nijhuis; • the Compensation, Appointments and Governance Committee, composed of Emmanuelle Yannakis (Chairman), Jacques Gounon, Solenne Lepage, Jean-Paul Jouvent and Xavier Huillard. INTERNAL CONTROL AND RISK MANAGEMENT Internal control and risk management is a comprehensive system for managing the activities and performance of the Group and its various entities. Headed by the Airport Security, Risk Management and Compliance Division, the system is intended to ensure that all regulations are properly applied and that the measures implemented to handle the risks impinging on the Group’s objectives are effective. The Board of Directors applies the reference framework for risk management and internal control published by the Autorité des Marchés Financiers (French Financial Markets Authority). The Group’s internal control charter and the reference framework for risk management present the system’s basic organisation: regulatory frameworks and internal standards, participants, roles and responsibilities, related governance. The Corporate Audit and Internal Control Division is responsible for monitoring internal control and risk management. The division’s IFACI1 certification was confirmed in 2013.
TO LEARN MORE
aeroportsdeparis.fr/groupe/finance/information-reglementee-amf
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