Airbus 2015 Annual Report Download - page 136

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 104 l
Corporate Governance
4.1 Management and Control
4.1 Management and Control
The corporate governance arrangements of the Company were
substantially changed pursuant to the Multiparty Agreement,
including changes in the composition of the Board of Directors
and the rules governing its internal affairs (the “Board Rules”).
These changes are intended to further normalise and simplify
the Company’s corporate governance, reflecting an emphasis
on best corporate governance practices and the absence of a
controlling shareholder group. Below is a summary description
of such changes.
4.1.1 Corporate Governance Arrangements
4.1.1.1 Board of Directors
a) CompositionRules and Principles
Under the Articles of Association, the Board of Directors consists
of at most twelve (12) Directors, who each retire at the close
of the Annual General Meeting held three years following their
appointment. Under the Board Rules, at least a majority of the
Members of the Board of Directors (i.e., 7/12) must be European
Union nationals (including the Chairman of the Board of Directors)
and a majority of such majority (i.e., 4/7) must be both European
Union nationals and residents. No Director may be an active civil
servant. The Board of Directors has one (1) Executive Director
and eleven (11) Non-Executive Directors. While the Board of
Directors appoints the Chief Executive Officer of the Company
(the “CEO”), the CEO is required to be an Executive Director and
must be an EU national and resident; therefore it is anticipated
that the Board of Directors will appoint as CEO the person
appointed by the shareholders as an Executive Director. At least
nine (9) of the Non-Executive Directors must be “Independent
Directors” (including the Chairman of the Board of Directors).
Under the Board Rules, an “Independent Director” is a Non-
Executive Director who is independent within the meaning of
the Dutch Corporate Governance Code and meets additional
independence standards. Specifically, where the Dutch
Corporate Governance Code would determine independence, in
part, by reference to a Director’s relationships with shareholders
who own at least 10% of the Company, the Board Rules
determine such Director’s independence, in relevant part, by
reference to such Director’s relationships with shareholders
who own at least 5% of the Company.
The Remuneration, Nomination and Governance Committee
of the Board of Directors (the “RNGC”) is charged with
recommending to the Board of Directors the names of candidates
to succeed active Board Members after consultation with the
Chairman of the Board of Directors and the CEO.
The Board of Directors, deciding by simple majority vote,
proposes individuals to the Shareholders’ Meeting of the
Company for appointment as Directors by the Shareholders’
Meeting. No shareholder or group of shareholders, or any
other entity, has the right to propose, nominate or appoint any
Directors other than the rights available to all shareholders under
Dutch law.
In addition to the membership and composition rules described
above, the RNGC, in recommending candidates for the Board of
Directors, and the Board of Directors, in its resolutions proposed
to the Shareholders’ Meeting regarding proposals to appoint or
replace a resigning or incapacitated Director, are both required
to apply the following principles:
 the preference for the best candidate for the position; and
 the maintenance, in respect of the number of Members of
the Board of Directors, of the observed balance among the
nationalities of the candidates in respect of the location of the
main industrial centres of the Company (in particular among
the nationals of the four (4) Member States of the European
Union where these main industrial centres are located).
The Board of Directors is required to take into account, in the
resolutions proposed in respect of the nomination of Directors
presented to the Shareholders’ Meeting, the undertakings of
the Company to the French State pursuant to the amendment
to the French State Security Agreement and to the German
State pursuant to the German State Security Agreement, in
each case as described more fully in “3.3.2.3 - Undertakings
with Respect to Certain Interests of Certain Stakeholders”. In
practice, this means that (A) two (2) of the Directors submitted
to the shareholders for appointment should also be French
Defence Outside Directors (as defined above) of the French
Defence Holding Company (as defined above) who have been
proposed by the Company and consented to by the French State
and (B) two (2) of the Directors submitted to the shareholders for
appointment should also be German Defence Outside Directors
(as defined above) of the German Defence Holding Company
(as defined above) who have been proposed by the Company
and consented to by the German State.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015