Focal points of discussions of the Supervisory Board
During the 2022 fiscal year, the business development of the Fraport Group and its Group companies was discussed regularly by the Supervisory Board. The focus was on traffic and revenue development at Frankfurt Airport as well as the impact of the war in Ukraine and the resulting sanctions, particularly on indirect minority stake in the operating company of Pulkovo Airport in St. Petersburg.
In addition, the Supervisory Board continued to monitor the progress of the expansion in the southern part of Frankfurt Airport (Terminal 3, including Pier G, and the expansion of the passenger transport system). The management of the Group company Fraport Ausbau Süd GmbH regularly took part in the advisory meetings of the investment and capital expenditure committee of the Supervisory Board.
Apart from this regular reporting, the following matters were extensively discussed in 2022, in particular:
- The management of the impact of the coronavirus pandemic, both in relation to air traffic at the Frankfurt site and at the international Group airports, was discussed repeatedly. The Supervisory Board was informed extensively and in a timely manner about the developments and measures. These included continued strict control of capital expenditure and operating expenses, as well as of the recruitment of personnel for the Ground Services.
- During an (extraordinary) meeting held on May 9, 2022, and on an ongoing basis thereafter, the Supervisory Board discussed the state of play regarding the minority stake in the operating company of Pulkovo Airport in St. Petersburg.
- The report also focused on the expansion of capacity in the southern part of Frankfurt Airport. The progress made in the construction of Terminal 3 (including Pier G) and its transport links was discussed at all meetings. The inauguration of the terminal facilities, scheduled for 2026, is still proceeding according to plan.
- The company’s liquidity requirements and the securing of the liquidity required for further expansion were dealt with on a recurring basis. The raising of further debt capital was approved in this regard.
- The Supervisory Board again discussed the economic situation and the development of Ground Services at Frankfurt Airport.
- The Supervisory Board gathered information about the respective state of play of the take-over of management responsibility in the area of security controls at Frankfurt Airport.
- The Supervisory Board discussed the decarbonization master plan adopted by the Executive Board and approved the Group’s CO2 emission reduction targets.
- In addition, the Supervisory Board dealt with the financial statements and management reports of the company and the Group as at December 31, 2021, as well as the 2021 Annual Report and reached the necessary decisions on their approval and adoption.
Furthermore, the Supervisory Board made specific decisions on the following subjects, among others:
- On March 14, 2022, the Supervisory Board approved the decision of the Executive Board to hold the 2022 Annual General Meeting without shareholders present. It adopted the agenda for the ordinary Annual General Meeting on May 24, 2022. Furthermore, the Supervisory Board again decided to propose to the Annual General Meeting that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Frankfurt am Main, be appointed as the auditor for fiscal year 2022.
- During its meeting held on March 14, 2022, the Supervisory Board also appointed Ms. Julia Kranenberg as a member of the Executive Board with effect from April 1, 2023 or earlier – put in concrete terms during the meeting held on September 30, 2022, which saw the appointment of Ms. Kranenberg with effect from November 1, 2022 – and extended the appointment of Ms. Anke Giesen for a further three years with effect from January 1, 2023.
- During its strategy meeting held on September 29, 2022, the Supervisory Board discussed the company’s market and competitive position and its economic situation. The challenges and strategic initiatives of the strategic business units and the topic of sustainability and environmental protection were also addressed.
- In the meeting held on September 30, 2022, the status of the expansion project at Lima Airport in Peru and the financing of this measure, including the associated increase in shareholder equity of the Group company, were discussed and approved.
- Against the backdrop of the ongoing coronavirus pandemic, on September 30, 2022, the Supervisory Board agreed, on the basis of the (transitional) provisions of Section 26n(1) of the Introductory Act to the German Stock Corporation Act (Einführungsgesetz zum Aktiengesetz), which entered into force in 2022, that the ordinary Annual General Meeting on May 23, 2023 was to be held as a virtual Annual General Meeting, in accordance with Section 118a of the German Stock Corporation Act (AktG), without the physical presence of shareholders or their authorized representatives and agreed to propose an amendment to the Fraport AG company statutes at the 2023 Annual General Meeting with the intention of also enabling virtual Annual General Meetings to be held in the future on the basis of a corresponding authorization from the Executive Board in light of the change in the legal situation.
- On June 27 and December 15, 2022, the Supervisory Board discussed the company’s capital requirements and agreed to increase the financing framework and approved further borrowings through loans, bonds, or other debt instruments.
- On December 15, 2022, the Supervisory Board approved the 2023 Business Plan.