Aéroport de Paris - 2018 Registration document

FUNCTIONING OF THE BOARD OF DIRECTORS AND MANAGEMENT BODIES 16 FUNCTIONING OF THE COMMITTEES LINKED TO THE BOARD OF DIRECTORS

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 2018 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 2018, it met six times with an attendance rate of 83%. The Statutory Auditors attended all of the committee meeting. During its meetings, the committee examined in particular files relating to: ◆ the closing of the 2017 company and consolidated financial statements and 2018 half-yearly financial statements, the adoption of the 2017 management report, the update of the 2018 consolidated budget forecast, the establishment of management planning documents and the progress report on the development of Aéroports de Paris, the 2019 consolidated budget, the setting of the airport fees for the period from 1 April 2019 to 30 March 2020, the appropriation of 2017 income, the setting of the dividend, the distribution of interim dividends and financial delegations; ◆ the corporate governance report for the 2017 financial year; ◆ the status of 2018 risk mapping for the Group and its subsidiaries, the summary of the 2017 internal audit activity and the Audit Department’s 2018 audit programme; ◆ the Ethics and Compliance action plan; ◆ review of the Rules of Procedure of the Board of Directors; ◆ monitoring of off-balance sheet commitments by monitoring sureties, endorsements and guarantees; ◆ authorisation for bond issues in 2019; ◆ monitoring of the main investment projects (CDG Express, etc.);

◆ international development, notably: ◆ regular update on TAV Airports,

◆ the increased stake in the capital of Airport International Group (AIG) in Jordan, bringing Groupe ADP’s share to 51% of the capital, ◆ the participation in the call for tenders for the international airports concession; ◆ 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 31 December 2018 it consisted of the following six members: Augustin de Romanet, Chairman, Geneviève Chaux Debry, Laurence Arrieu, Solenne Lepage, Joël Vidy and Jos Nijhuis. 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 Company’s strategic guidelines; ◆ the guidelines of Groupe ADP in terms of diversification or growth operations. It examines the company’s economic doctrine and any issue relating to the definition and implementation of group strategy that the Board of Directors wishes to submit to it. Activity of the Strategy & Investment Committee in 2018 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 2018, it met five times with an attendance rate of 77%. Notably, a strategic seminar of the Board of Directors was also held on 21 November 2018. During its meetings, it has in particular covered: ◆ the Group’s strategy and investments as illustrated by the progress report of 31 December 2017 on the “Connect 2020” strategic plan, by the 2019-2023 investment programme and the related financing plan and the review of the main investment projects (CDG Express, etc.); ◆ review of the Rules of Procedure of the Board of Directors; ◆ international development with, notably the regular update on TAV Airports, participation in the call for tenders for international airport concessions.

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AÉROPORTS DE PARIS ® REGISTRATION DOCUMENT 2018