Aéroport de Paris - 2018 Registration document

CONTENTS6
01. PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT9
1.1 PERSON RESPONSIBLE FOR THE 2018 REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT9
1.2 REPORT OF THE PERSON IN CHARGE9
02. STATUTORY AUDITORS10
2.1 STANDING STATUTORY AUDITORS FOR THE 2018 FINANCIAL YEAR10
2.2 SUBSTITUTE STATUTORY AUDITORS FOR THE 2018 FINANCIAL YEAR10
03. SELECTED FINANCIAL INFORMATION11
3.1 2018 CONSOLIDATED ACCOUNTS12
3.2 FINANCIAL DEBT13
04. RISK MANAGEMENT AND CONTROL14
4.1 INTRODUCTION14
4 .2 RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM15
General presentation15
The internal control mechanism and management of risks relating to the development and handling of financial and accounting reports17
Group’s general insurance policy19
4.3 RISK FACTORS20
Strategic risks21
Risks related to the Group’s activities26
Management organisation risks28
Financial risk29
05. INFORMATION ON THE COMPANY33
5.1 INFORMATION33
5.2 HISTORY OF THE COMPANY34
5.3 CAPITAL EXPENDITURES37
Investments made by the group over the last three financial years37
Projected Aéroports de Paris’ investments programme between 2016 and 202038
Aéroports de Paris projected investment programme within the regulated scope between 2016 and 202039
Contractual commitments for fixed asset acquisition41
Investment programme proposed as part of the negotiations on the 2021-2025 Economic Regulation Agreement41
06. BUSINESS OVERVIEW44
6.1 PRESENTATION OF THE ACTIVITY44
Business Model44
General description45
The group’s strengths45
Strategy47
The group’s 2020 objectives49
6.2 OVERVIEW OF THE MARKET50
Airport operations50
Passenger traffic51
Cargo traffic54
Competition55
Factors of dependence56
6.3 DESCRIPTION OF THE PARISIAN AIRPORTS OWNED OR OPERATED BY GROUPE ADP57
Paris-Charles de Gaulle58
Paris-Le Bourget67
Civil airfields for general aviation68
6.4 DESCRIPTION OF ACTIVITIES BY SEGMENT69
Aviation69
Retail and services76
Real Estate82
International and airport development88
Other activities96
Legal and regulatory environment97
07. ORGANISATION CHART101
7.1 SIMPLIFIED GROUP ORGANISATION CHART AS AT 31 DECEMBER 2018101
08. REAL ESTATE ASSETS AND FACILITIES103
8.1 REAL ESTATE ASSETS AND FACILITIES103
Fixed assets and movable assets owned or used by Aéroports de Paris103
Retrocession of a portion of gains that may be made from the closing104
8.2 ENVIRONMENTAL CONSTRAINTS104
09. REVIEW OF THE FINANCIAL POSITION AND INCOME105
9.1 KEY FIGURES106
9.2 ANALYSIS OF 2018 RESULTS106
Analysis of Groupe ADP 2018 income statement106
Analysis by segment109
9.3 HIGHLIGHTS OF THE 2018 FINANCIAL YEAR112
Change in passenger traffic112
Revision of 2018 forecasts113
Tariffs114
Appointments within Groupe ADP114
Groupe ADP acquires the exclusive control of Airport International Group, concessionary of Queen Alia International Airport in Amman, Jordan114
Dividend voted by the Annual General Meeting114
Appointment within Groupe ADP114
“ PACTE” draft bill containing provisions related to Groupe ADP114
TAV Airports115
2018 regulated ROCE115
€500 million 20-year new bond issue115
Dividend distribution115
10. EQUITY AND CASH FLOWS116
10.1 SHAREHOLDER EQUITY116
10.2 CASH FLOW116
Cash flows from operating activities117
Cash flow from investing activities117
Cash flow from financing activities117
10.3 FINANCIAL RISK MANAGEMENT118
10.4 GROUP COMMITMENTS118
Investment commitments118
Off-balance sheet commitments118
Employee benefit obligation118
11. RESEARCH AND DEVELOPMENT, TRADEMARKS PATENTS AND LICENCES119
11.1 RESEARCH AND DEVELOPMENT119
11.2 TRADEMARKS, PATENTS AND LICENCES119
12. INFORMATION CONCERNING TRENDS120
12.1 RECENT EVENTS120
The decision of the ISA not to approve the 2019 airport charges (11 January 2019)120
The decision of the ISA to approve the 2019 airport charges (6 February 2019)120
Groupe ADP contributes to the CDG Express project120
January February and March 2019 traffic figures121
2021-2025 Economic Regulation Agreement - Publication of the Public Consultation Document121
Transfer of commercial flights from Atatürk airport to the new Istanbul airport121
12.2 FORECASTS121
Dividend distribution policy121
13. PROFIT FORECASTS122
13.1 2016-2020 PERIOD GUIDANCES122
13.2 2019 GROUP FORECASTS123
13.3 STATUTORY AUDITORS’ REPORT ON THE PROFIT FORECASTS FOR THE YEAR ENDED DECEMBER 31, 2019124
14. ADMINISTRATION AND EXECUTIVE MANAGEMENT BODIES125
14.1 BOARD OF DIRECTORS125
Composition of the Board of Directors on the date of filing of this Registration Document125
Summary presentation of the Board of Directors127
Proposal to appoint directors and non-voting Board members at the General Meeting of Shareholders of 20 May 2019129
Executive Management129
14.2 PERSONAL INFORMATION CONCERNING MEMBERS BOARD OF DIRECTORS130
Family ties, convictions, bankruptcies, conflicts of interest and other information130
Conflicts of interest130
Arrangements or agreements regarding the appointment of members of the Board of Directors130
Restrictions concerning the sale of shares130
15. COMPENSATION AND BENEFITS OF CORPORATE OFFICERS131
15.1 CORPORATE OFFICER COMPENSATION131
2019 executive officer compensation policy131
Amount of compensation payable and paid to corporate officers during the 2018 year132
15.2 COMPENSATION PAID TO BOARD MEMBERS AND NON VOTING BOARD MEMBERS134
Compensation paid to directors134
Compensation paid to non-voting Board members134
15.3 SHARES IN THE COMPANY HELD BY THE DIRECTORS AND NON-VOTING MEMBERS OF THE BOARD135
15.4 COMPENSATION OF EXECUTIVE COMMITTEE MEMBERS135
16. FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES136
16.1 FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES136
The Board of Directors136
Executive Management138
Executive Committee139
16.2 FUNCTIONING OF THE COMMITTEES LINKED TO THE BOARD OF DIRECTORS141
Audit and Risks Committee141
The Strategy and investment committee142
The remuneration, appointments and governance committee143
Ad-hoc committee – Terminal 4 project143
16.3 CORPORATE GOVERNANCE – ADHERENCE TO THE PRINCIPLES OF GOVERNANCE144
17. SOCIAL, ENVIRONMENTAL AND SOCIETAL RESPONSIBILITY INFORMATION145
17.1 AÉROPORTS DE PARIS CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY146
Stakeholder dialogue: materiality study on CSR challenges146
Sustainable development goals146
The fight against tax fraud146
Governance and ethics146
Measurement and ongoing improvement of performance: ratings and benchmarks149
17.2 SOCIAL INFORMATION149
Risk analysis and materiality study149
Policies and results149
Geographic distribution150
17.3 SOCIAL INDICATORS FOR THE GROUP157
17.4 ENVIRONMENTAL INFORMATION159
Environmental and energy policy 2016-2020159
Fight against climate change160
Air quality161
Waste management and the circular economy162
Water and soil management163
Limiting noise and light pollution164
Protection of biodiversity164
Land development and sustainable construction165
Environmental indicators for the Group165
17.5 REGIONAL POLICY167
Neighbourhoods167
Economic development167
Sustainable purchasing168
Groupe ADP Corporate Foundation168
Measures for consumers169
17.6 METHODOLOGICAL NOTE ON SOCIAL, SOCIETAL AND ENVIRONMENTAL REPORTING169
Social reporting169
Environmental reporting170
Change in consolidation scope170
Reporting methodology170
Relevance and choice of indicators170
Methodological limitations and specificities170
Consolidation and internal control171
External controls171
Correlation table of extra-financial performance statement172
REPORT OF ONE OF THE STATUTORY AUDITORS , APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL STATEMENT PUBLISHED IN THE GROUP MANAGEMENT REPORT173
I. Report in accordance with Article L.225-102-1 of the French Commercial Code173
II. Reasonable assurance report on a selection of information disclosed in the Statement174
18. MAIN SHAREHOLDERS175
18.1 SHAREHOLDING OF THE COMPANY175
Breakdown of capital as of 31 December 2018176
18.2 CHANGE IN THE CONTROL OF THE COMPANY177
Staff shareholder structure177
Double voting rights177
18.3 SHAREHOLDER AGREEMENT177
Alliance with Schiphol Group177
19. OPERATIONS WITH RELATED PARTIES179
19.1 RELATIONS WITH GOVERNMENT AUTHORITIES AND ADMINISTRATIVE AUTHORITIES179
Economic and financial supervision179
French Court of Auditors (Cour des comptes)179
General Inspectorate of Finance (Inspection Générale des Finances)179
French General Council for the Environment and Sustainable Development179
19.2 OPERATIONS WITH RELATED PARTIES180
20. FINANCIAL INFORMATION ON THE ASSETS, FINANCIAL POSITION AND CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018181
2 0.1 GROUPE ADP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2018182
Key figures182
Glossary183
Consolidated Income Statement184
Consolidated Statement of Comprehensive Income185
Consolidated Statement of Financial Position186
Consolidated Statement of Cash flows187
Consolidated Statement of Changes in Equity188
Notes to the consolidated financial statements189
20.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS255
I. Opinion255
II. Justification of Assessments – Key Audit Matters255
III. Specifics verifications257
IV. Report on Other Legal and Regulatory Requirements257
V. Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements257
VI. Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements257
20.3 COMPANY FINANCIAL STATEMENTS AND NOTES OF AÉROPORTS DE PARIS S.A. AT 31 DECEMBER, 2018259
20.4 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS289
20.5 PRO FORMA FINANCIAL DATA292
20.6 INTERIM FINANCIAL DATA292
20.7 DIVIDEND DISTRIBUTION POLICY292
Amount of dividends distributed during the course of the last three financial years292
Dividend distribution policy292
Statute of limitation292
20.8 LEGAL AND ARBITRATION PROCEEDINGS292
JSC Investissements292
Terminal 2E293
Petitions relating to fees293
20.9 MATERIAL CHANGE IN FINANCIAL OR COMMERCIAL POSITION SINCE 31 DECEMBER 2018293
21. ADDITIONAL INFORMATION ON THE SHARE CAPITAL AND PROVISIONSOF THE ARTICLES OF ASSOCIATION294
21.1 INFORMATION ON THE SHARE CAPITAL294
Share capital294
Authorisation of share buybacks by Aéroports de Paris294
Non-capital securities296
Capital authorised but not issued296
21.2 PROVISIONS OF THE ARTICLES OF ASSOCIATION298
Corporate object298
Management bodies298
Rights attached to shares298
Modification of the share capital and rights attached to the shares298
General Meetings of Shareholders298
Provisions of Articles of Association resulting in the delaying, deferring or preventing a change in controlling interest299
Identification of shareholders299
Breaching of thresholds299
22. MATERIAL CONTRACTS300
23. INFORMATION FROM THIRD PARTIES, EXPERT STATEMENTS AND STATEMENTS OF INTEREST301
24. DOCUMENTS AVAILABLE TO THE PUBLIC302
25. INFORMATION ON ACQUISITIONS304
A1. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS305
A2. REPORT ON CORPORATE GOVERNANCE325
1. COMPENSATION325
2. GOVERNANCE329
3. ELEMENTS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER350
A3. ANNUAL FINANCIAL REPORT353

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