We are committed to following best corporate governance practices. Corporate governance refers to the oversight mechanisms in place and the means by which Corporación América Airports is governed. This encompasses our processes and policies, how decisions are made, and how the Company handles the various interests of, and relationships with, our many stakeholders, including shareholders, customers, employees, regulators and the broader community.
Our articles of association provide that our business is to be managed and conducted by or under the direction of our board of directors. Our board of directors shall be composed of up to nine directors, appointed by the general shareholders meeting. The members of the board of directors shall be elected for a term not exceeding six years, and shall be eligible to stand for re-election. The general shareholders meeting shall also determine the number of directors, the remuneration and their term in office. In the event of any director vacancy, the remaining directors may elect, by majority vote, to fill such vacancy or vacancies at a meeting of the board of directors, until the following general shareholders meeting.
The SEC and NYSE require that corporations with shares listed on the exchange comply with certain corporate governance standards. As a foreign private issuer, we are only required to comply with certain SEC and NYSE rules relating to audit committees, certain SEC disclosure requirements and periodic certifications to the NYSE. The NYSE also requires that we provide a summary of the significant differences between our corporate governance practices and those of domestic companies under NYSE listing standard, which can be found in the following link http://investors.corporacionamericaairports.com/CustomPage/Index?keyGenPage=1073753411.
Eduardo Eurnekian is the president of the International Raoul Wallenberg Foundation. He is a member of the Executive Committee of the International Chamber of Commerce (ICC) and vice-president of the Argentine Chamber of Commerce. He was past president of the Inter-American Council for Trade and Production from 2013 until 2016. He has received various international awards including; the 2012 Business for Peace Award (Oslo, Norway); the "Leonardo" Award (1999) by the Italian Government, a distinction that is given to the best foreign businessman; the award for the best businessman of year 2012 by the Latin-American Chamber of Commerce and Industry; and the Latin American Air Transport Innovators Award 2014 by IATA. In 2013 he was named Ambassador for Peace of Armenia by the United Nations. In 2017, the Brazilian government bestowed on him the Order of Rio Branco.
He is Chairman and/or Director of various enterprises devoted to agribusiness, infrastructure, financing, and real estate. Mr. Eurnekian is founder and former Chairman of the Argentine Chamber of Development and Satellite Applications, América 2 TV Channel and Cablevisión S.A. He was also Director of AM América, Radio Del Plata, FM Aspen and Metropolitana radio stations and former Editor in Chief of the newspaper El Cronista Comercial.
Martín Francisco Antranik Eurnekian is Chief Executive Officer of Corporación América Airports as well as the chairman of AA2000. He is also a member of the boards of directors of the airport operating companies controlled by the group. Mr. Eurnekian has more than 15 years of experience in managing diverse businesses in seven different countries, primarily Latin America as well as Europe. Mr. Eurnekian has led the processes associated with evaluating, acquiring and constructing (or re-modeling) many of the Company's airports.
Mr. Eurnekian holds an Engineering degree in Information Technology from Universidad de Belgrano, Argentina.
David Arendt is a Partner of The Directors’ Office, the leading practice of independent directors in Luxembourg, which he joined in May 2017. He is the principal and Managing Director of Arendt Capital S.à.r.l, a company he founded in January 2017. Most recently he was Managing Director of Le Freeport Luxembourg, a high tech/highly secure facility for storing valuable goods and Executive Vice President and Chief Financial Officer of Cargolux, the all-cargo carrier based in Luxembourg. Past experience includes; Executive Vice President & Chief Financial Officer of Cargolux Airlines International SA (1998-2011), Member of the Management of Banque Générale du Luxembourg (now BGL BNP Paribas) (1994-1998), Vice President of Merrill Lynch (1990-1994), European Corporate Finance of Prudential Securities (1987-1990). From 1977 through 1982 he practiced law at Luxembourg law firm Arendt & Medernach as well as U.S. Shearman & Sterling LLP Debevoise & Plimpton LLP law firms.
He is Independent Director of a number of financial and commercial organizations. He is also a consultant in Innovatium AG.
Mr. Arendt holds a Licence en droit degree from the Université des Sciences Sociales, Grenoble, and a Master of Laws degree from King’s College, London University and a Master of Laws degree from New York University School of Law. He was a member of the Luxembourg and New York bars.
Máximo Luis Bomchil is Honorary Chairman of the law firm M. & M. Bomchil, former senior and managing partner of the firm and former head of the firm's tax department. His practice focused on general commercial and corporate law matters, with particular emphasis on corporate and tax matters, corporate acquisition arrangements and corporate restructuring. Mr. Bomchil is Chairman of HCA S.A., an important hotel business group in Argentina and member of the board of directors of Aeropuertos Argentina 2000 S. A.
Mr. Bomchil obtained his law degree from the Catholic University of Argentina a Juris Doctor from Ludwig Maximilian University of Munich, Germany, and a Master of Laws from the University College of London University..
Roderick H. McGeoch also serves as a consultant to Corporación América. He is a consultant in different social sectors including: foreign representation; arts; Trans-Tasman; telecommunications; sports; international Finance; Australia/New Zealand Leadership Forum; entertainment; law; and media and marketing. On January 26, 2013 Mr. McGeoch became an Officer of the Order of Australia in recognition of his “distinguished service to the community through contributions to a range of organizations, and to sport, particularly through leadership in securing the Sydney Olympic Games.”
Mr. McGeoch has been a member of the Advisory Board of American Infrastructure Holdings since November 1, 2013. On November 1, 2009 he was appointed as Chairman of BGP Holdings Plc. He is also a director of Destination New South; Chairman of Media Works as of October 31, 2013; and a director of the board of Ramsay Health Care Limited. He has served for many years on the Board of the Salvation Army Eastern Territories; is the proposed Chairman of Sentient/Corporación América; was appointed to the Sky City Board of Directors in September 2002; is deputy Chairman of Sydney Cricket Ground & Sports Trust; and in January 2005 was appointed Chairman of Vantage Private Equity Growth Limited.
Mr. McGeoch holds a Bachelor of Laws degree from the University of Sydney.
Carlo Alberto Montagna is a Partner of The Directors’ Office, the leading practice of independent directors in Luxembourg, where he has served since September 2014. He has served as Managing Director, Client Executive for Investment Managers, Insurances, Foundations and Pension Funds in Continental Europe (2003-2007). During his service at BNY Mellon, he was a member of the Board of Directors of Crediinvest Sicav Luxembourg, Investcredit Sicav Luxembourg and of Goldman Sachs Structured Investments Sicav Luxembourg. He has also served at IMI Bank (Lux) S.A. Luxembourg (2002-2003) and with IMI/Sanpaolo IMI Group (1993-2003). During 2003 he served as Member of the Securities Market Commission of the ABBL as principal delegate of the Italian Banks’ Association in Luxembourg. From 2000 to 2002 he served as Director of the Investment Banking division in IMI Bank (Lux) S.A. Luxembourg, from 1998 to 2000 as Head of Treasury at Banca IMI s.p.a. Milan, and was also a Member of the Italian Banks Treasurers’ Committee at the Bank of Italy under the supervision of the European Central Bank, from 1993 to 1998 he served at IMI Bank (Lux) S.A. Luxembourg and from 1991 to 1993 as Senior Dealer, proprietary trader at Banca Nazionale del Lavoro.
He is a member of the Board of Directors of several organizations, including: Credit Andorra Asset Management Luxembourg; Crediinvest Sicav; Global Investment Sicav Sif; Tailored Fund Sicav; amog others. He is also Conducting Officer and Member of the Board of Method Investments Sicav and Fagus Multimanager Sicav. He is a member of ALFI and ILA.
Mr. Montagna passed all examinations during his three years of study of Economics and Law at the University of Pavia, Italy, Faculty of Economics (1982-1985).
Valérie Pechon is a founding member of Key Partners S.àr.l., a Luxembourg-based trust services provider. She is also a member of the Luxembourg Order of Chartered Accountants. From 2011 to 2016 she served as a domiciliation director (part of the extended Management Team) in Intertrust Luxembourg. She has also served as domiciliation manager in Alter Domus Luxembourg (2008-2010) and as audit assignment management–External Auditor in Deloitte Audit Luxembourg.
Ms. Pechon is an Independent and non-executive director in various Luxembourg companies.
Ms. Pechon has a University degree in Business Administration (ULG-EAA) with a focus in finance.
| Audit Committee | Executive Committee | Acquisitions and Business Development Committee | |
|---|---|---|---|
| Directors | |||
| MartÃn Antranik Eurnekian | CC | CC | |
| Independent Directors | |||
| David Arendt | $ | ||
| Carlo Alberto Montagna | |||
| Valérie Pechon | |||
| Management | |||
| Jorge Arruda | |||
| Raúl Galante | |||
| Raúl Guillermo Francos | |||
| Roberto Naldi | |||
| Eugenio Perissé | |||
| Andres Zenarruza | |||
Martín Francisco Antranik Eurnekian is Chief Executive Officer of Corporación América Airports as well as the chairman of AA2000. He is also a member of the boards of directors of the airport operating companies controlled by the group. Mr. Eurnekian has more than 15 years of experience in managing diverse businesses in seven different countries, primarily Latin America as well as Europe. Mr. Eurnekian has led the processes associated with evaluating, acquiring and constructing (or re-modeling) many of the Company's airports.
Mr. Eurnekian holds an Engineering degree in Information Technology from Universidad de Belgrano, Argentina.
Raúl Guillermo Francos has served as our Chief Financial Officer since 2003 and as a member of AA2000's board of directors since 2013. Prior to joining AA2000, he served as executive director of Interbaires. He also served for 11 years in different roles in the health insurance sector, including planning manager and deputy general manager at HSBC Salud S.A., executive vice-chairman at OSDO and as plant engineer, plant manager, production manager and manager of business units at Grupo Ferrum Consortium.
Mr. Francos has an industrial engineering degree from the Technological Institute of Buenos Aires and a Master in Business Administration from the Institute of Business Studies of Austral University.
Raúl Galante is our Accounting and Tax Manager. He also serves as director of Puerta del Sur and CAISA and as member of the board of ICASGA and ICAB. He has also served as Chief Financial Officer for CAISA and Puerta del Sur since 2008 to 2013. Mr. Galante has 10 years of experience in the airport industry, and his prior experience includes serving as CFO for companies of the EXXEL Group from 1998 to 2003 and as CFO of Malteria Uruguay from 1992 to 1998.
Mr. Galante has a Public Accountant degree from the Universidad de la República, Montevideo, Uruguay.
Jorge Arruda is our Finance and M&A Manager. He joined CAAP in 2014 and currently serves as Head of Finance and M&A and CEO of Inframerica Brazil. Mr. Arruda has more than 20 years of investment banking experience, most recently serving as CEO and Head of Investment Banking at Nomura Securities Brazil.
Roberto Naldi is our European Business Development Manager. He serves as the President of Corporación America Italia S.p.A. and is a member of the board of directors of the Florence Airport and Pisa Airport. Previously, he held several roles as senior advisor and member of the board across CAAP airports.
Mr. Naldi holds a degree in Civil Engineering from University of Florence, Italy.
Andres Zenarruza is our Legal Manager. Prior to joining us, Mr. Zenarruza worked in the legal department of the Corporate and Investment Bank of Citi in Argentina and as an associate at Baker and McKenzie's Buenos Aires office.
He received his law degree from the University of Buenos Aires and a Master of Laws from the University of Cambridge in 2002. Mr. Zenarruza is a British Chevening Scholar and a Cambridge Overseas Trust Scholar.
Eugenio Perissé is our Business Development Manager. Mr. Perissé has over 30 years of experience in airport planning, project coordination and on-site construction management.
Mr. Perissé has an architectural degree from Buenos Aires University.
CORPORATE GOVERNANCE
Under the Corporate Governance Rules of the NYSE, currently in effect, the Company is required to disclose any significant ways in which its corporate governance practices differ from those required to be followed by domestic companies under NYSE listing standard. These significant differences are summarized below
Our corporate governance practices are governed by Luxembourg Companies Law and our articles of association. As a Luxembourg company listed on the NYSE, we are not required to comply with all of the corporate governance listing standards of the NYSE. We, however, believe that our corporate governance practices meet or exceed, in all material respects, the corporate governance standards that are generally required for controlled companies by the NYSE but the following is a summary of the significant ways that our corporate governance practices differ from the corporate governance standards required for controlled companies by the NYSE (provided that our corporate governance practices may differ in non-material ways from the standards required by the NYSE that are not detailed here):
Non-management Directors’ Meetings
Under NYSE standards, non-management directors must meet at regularly scheduled executive sessions without management present and, if such group includes directors who are not independent, a meeting should be scheduled once per year including only independent directors. Neither Luxembourg law nor our articles of association require the holding of such meetings and we do not have a set policy for these meetings. Our articles of association provide, however, that the board shall meet as often as required by the interests of the Company and at least four times a year, upon notice by the chairperson or by any two directors.
In addition, NYSE-listed companies are required to provide a method for interested parties to communicate directly with the non-management directors as a group. While we do not have such a method, we have set up a compliance line for investors and other interested parties to communicate their concerns to members of our audit committee (who, as already stated, are independent).
Audit Committee
Under NYSE standards, listed U.S. companies are required to have an audit committee composed of independent directors that satisfies the requirements of Rule 10A-3 promulgated under the Exchange Act. Our articles of association currently require us to have an audit committee composed of three members, of whom at least two must be independent (as defined in our articles of association) and our audit committee complies with such requirements. In accordance with NYSE standards, we have an audit committee entirely composed of independent directors.
Under NYSE standards, all audit committee members of listed U.S. companies are required to be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. In addition, if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then in each case the board must determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee and shall publicly disclose its decision. No comparable provisions on audit committee membership exist under Luxembourg law or our articles of association.
Standards for Evaluating Director Independence
Under NYSE standards, the board is required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence of each individual director. Neither Luxembourg law nor our articles of association require the board to express such an opinion. In addition, the definition of “independent” under the rules of the NYSE differs in some non-material respects from the definition contained in our articles of association.
Audit Committee Responsibilities
Pursuant to our articles of association, the audit committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, including periodically reporting to the Board of Directors on its activity and the adequacy of the Company’s system of internal controls over financial reporting. As per the audit committee charter, as amended, the audit committee shall make recommendations for the appointment, compensation, retention and oversight of, and consider the independence of, the Company’s external auditors. The audit committee is required to review material transactions (as defined by the articles of association) between us or our subsidiaries with related parties and also perform the other duties entrusted to it by the board.
The NYSE requires certain matters to be set forth in the audit committee charter of U.S. listed companies. Our audit committee charter provides for many of the responsibilities that are expected from such bodies under the NYSE standard; however, due to our equity structure and holding company nature, the charter does not contain all such responsibilities, including provisions related to setting hiring policies for employees or former employees of independent auditors, discussion of risk assessment and risk management policies, and an annual performance evaluation of the audit committee.
Shareholder Voting on Equity Compensation Plans
Under NYSE standards, shareholders must be given the opportunity to vote on equitycompensation plans and material revisions thereto, except for employment inducement awards, certain grants, plans and amendments in the context of mergers and acquisitions, and certain specific types of plans. We do not currently offer equity- based compensation to our directors, executive officers or employees, and therefore do not have a policy on this matter.
NYSE-listed companies must adopt and disclose corporate governance guidelines. Neither Luxembourg law nor our articles of association require the adoption or disclosure of corporate governance guidelines. Our board of directors follows corporate governance guidelines consistent with our equity structure and holding company nature, but we have not codified them and therefore do not disclose them on our website.
Code of Business Conduct and Ethics
Under NYSE standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Neither Luxembourg law nor our articles of association require the adoption or disclosure of such a code of conduct. We have adopted a code of conduct that applies to all directors, officers and employees, which is posted on our website and complies with the NYSE’s requirements, except that it does not require the disclosure of waivers of the code for directors and officers. In addition, we have adopted a supplementary code of ethics for senior financial officers which is also posted on our website.
Chief Executive Officer Certification
A chief executive officer of a U.S. company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. In accordance with NYSE rules applicable to foreign private issuers, our chief executive officer is not required to provide the NYSE with this annual compliance certification. However, in accordance with NYSE rules applicable to all listed companies, our chief executive officer must promptly notify the NYSE in writing after any of our executive officers becomes aware of any noncompliance with any applicable provision of the NYSE’s corporate governance standards. In addition, we must submit an executed written affirmation annually and an interim written affirmation each time a change occurs to the board or the audit committee.
We are committed to maintaining the trust of our customers, shareholders and employees by operating with integrity, honesty, fairness and objectivity. As part of this, Corporación América Airports has a whistleblower policy and mechanism in place which allows individuals to confidentially report credible information on illegal practices or violations of Company policies. To access the confidential reporting channel, click here.
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