Report on activity and sustainable development 2020

Corporate governance

Chapter 4. Control

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 functions of CEO.


The Board of Directors is the collegial body of the company that determines the strategic orientations of the activities of Aéroports de Paris and ensures their implementation. It is committed to promoting the creation of value over the long-term of the company, taking into account its corporate purpose and the social and environmental issues related to its activities. It has an obligation to act under any circumstance in the interest of the company. It verifies that the information provided to shareholders and to the market is of good quality. The Board of Directors is composed of 3-18 members, pursuant to Article 13 of the company’s Articles of Association.

The Board is currently composed of six members co-opted or appointed by shareholders at their Annual General Meeting, one member representing the French government, five members nominated by the French government,
co-opted or appointed by shareholders at their Annual General Meeting and six members representing employees. Four nonvoting members with a consultative voice, appointed by shareholders, also participate in Board meetings. The structure of the Board and its composition are appropriate to the shareholder base and its core business – especially its mission as a public service airport operator – and reflects its policy of balance and diversity.

The Board of Directors uses the AFEP-MEDEF code of corporate governance for listed companies as its reference framework. A set of internal rules defines the Board’s remit and its operating procedures. It provides that the Board shall discuss its own operations once a year. It includes provisions designed to prevent any conflict of interest, any interference between a public interest and public or private interests (in accordance with French law 2013-907 of
11 October 2013 on transparency in public life), and any risk of anti-competitive behaviour. A members’ charter specifies the rights and duties of each member of the Board of Directors. A code of ethics relating to securities trading and compliance with market regulations has been appended to the rules and procedures. The Board of Directors met 13 times in 2020 with an 87% attendance rate.


The Board of Directors meeting of July 25th 2019 decided to appoint a lead director from among the independent directors, on the proposal of the remuneration, appointments and governance committee.

The lead director assists the chairman and chief Executive Officer in his duties as president of the board of directors, in the organisation and smooth functioning of the Board and its committees and in the supervision of corporate governance and internal controls. He carries out his duties under conditions of perfect objectivity and impartiality.At the Board of Directors meeting of 24 June 2020, Prédica representative Françoise Debrus was appointed to replace Jacques Gounon as Lead Director with effect from 3 July 2020


Four committees assist in the preparation of decisions of the board of directors:

  • the Audit and Risk Committee, composed of Jacques Gounon (Chairman), Isabelle Bui,
    Séverin Cabannes, Independent Director, Françoise Debrus, Permanent Representative of Prédica, Independent Director and Lead Director, and Frédéric Gillet;
  • the Strategy and Risk Committee, composed of Augustin de Romanet (Chairman), Isabelle Bui, Geneviève Chaux Debry, Fayçal Dekkiche, Jabine van der Meijs and Joël Vidy;
  • the Remuneration, Appointments and Governance Committee, composed of Françoise Debrus (Chairman, Permanent Representative of Prédica, Independent Director and Lead Director, Isabelle Bui, Séverin Cabannes, Jacques Gounon and Jean-Paul Jouvent;
  • the Corporate Social Responsibility Committee, com-posed of Fanny Letier (chairman),
    Brigitte Blanc, Françoise Debrus, Nancy Dunant, Frédéric Gillet and Perrine Vidalenche.


Risk management, internal control and internal audit, to which management systems contribute, constitute a comprehensive system for managing the activities of the Group and its objectives.

The system is coordinated by the Safety and Risk Management department, reporting to the Group Secretary General and by the Audit department, reporting to the Chairman and CEO.

These group systems rely on two charters, one covering the fundamentals of risk management and internal control, and the other covering internal audit, and constitute the Group’s methodological framework for risk management. The supervision of the system is ensured by the monitoring of major incidents and incidents related to unacceptable risks, the Audit department, and external control structures (auditors, etc.).