Airbus 2015 Annual Report Download - page 137

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 105 l
Corporate Governance
Registration Document 2015
4.
4.1 Management and Control
The RNGC endeavours to avoid a complete replacement
of outgoing Directors by new candidates and draws up an
appointment and reappointment schedule for the Directors
after consultation with the Chairman and the CEO. In drawing up
such schedule, the RNGC considers the continuity of company-
specific knowledge and experience within the Board of Directors
while it takes into account that a Director may at the time of his
appointment or re-appointment not be older than 75years and
ensuring that at least one third of Directors positions are either
renewed or replaced every year, provided that exceptions to
these rules may be agreed by the Board of Directors if specific
circumstances provide an appropriate justification for such
exceptions.
b) Role of the Board of Directors
Most Board of Directors’ decisions can be made by a simple
majority of the votes of the Directors (a “Simple Majority”), but
certain decisions must be made by a 2/3 majority (i.e. eight
(8) favourable votes) of the Directors regardless of whether
present or represented in respect of the decision (a “Qualified
Majority”). In addition, amendments to certain provisions of
the Board Rules require the unanimous approval of the Board
of Directors, with no more than one Director not present or
represented (including provisions relating to nationality and
residence requirements with respect to Members of the Board
of Directors and the Group Executive Committee). However,
no individual Director or class of Directors has a veto right with
respect to any Board of Directors’ decisions.
The Board Rules specify that in addition to the Board of
Directors’ responsibilities under applicable law and the
Articles of Association, the Board of Directors is responsible
for certain enumerated categories of decisions. Under the
Articles of Association, the Board of Directors is responsible
for the management of the Company. Under the Board Rules,
the Board of Directors delegates the execution of the strategy
as approved by the Board of Directors and the day-to-day
management of the Company to the CEO, who, supported by
the Group Executive Committee, makes decisions with respect
to the management of the Company. However, the CEO may not
enter into transactions that form part of the key responsibilities
of the Board of Directors unless these transactions have been
approved by the Board of Directors.
Matters that require Board of Directors’ approval include among
others, the following items (by Simple Majority unless otherwise
noted):
 approving any change in the nature and scope of the business
of the Company and the Group;
 debating and approving the overall strategy and the strategic
plan of the Group;
 approving the operational business plan of the Group and the
yearly budget of the Group, including the plans for Investment,
R&D, Employment, Finance and, as far as applicable, major
programmes;
 nominating, suspending or revoking the Chairman of the
Board of Directors and the CEO (Qualified Majority);
 approving of all of the Members of the Group Executive
Committee as proposed by the CEO and their service
contracts and other contractual matters in relation to the Group
Executive Committee and deciding upon the appointment and
removal of the Secretary to the Board of Directors on the basis
of the recommendation of the RNGC;
 approving the relocation of the headquarters of the principal
companies of the Group and of the operational headquarters
of the Company (Qualified Majority);
 approving decisions in connection with the location of new
industrial sites material to the Group as a whole or the change
of the location of existing activities that are material to the
Group;
 approving decisions to invest and initiate programmes financed
by the Group, acquisition, divestment or sale decisions, in
each case for an amount in excess of € 300million;
 approving decisions to invest and initiate programmes financed
by the Group, acquisition, divestment or sale decisions, in
each case for an amount in excess of € 800million (Qualified
Majority);
 approving decisions to enter into and terminate strategic
alliances at the level of the Company or at the level of one of
its principal subsidiaries (Qualified Majority);
 approving matters of shareholder policy, major actions or
major announcements to the capital markets; and
 approving decisions in respect of other measures and
business of fundamental significance for the Group or which
involves an abnormal level of risk.
The Board of Directors must have a certain number of Directors
present or represented at a meeting to take action. This quorum
requirement depends on the action to be taken. For the Board
of Directors to make a decision on a Simple Majority matter, a
majority of the Directors must be present or represented. For
the Board of Directors to make a decision on a Qualified Majority
matter, at least ten (10) of the Directors must be present or
represented. If the Board of Directors cannot act on a Qualified
Majority Matter because this quorum is not satisfied, the quorum
would decrease to eight (8) of the Directors at a new duly called
meeting.
In addition, the Board Rules detail the rights and duties of
the Members of the Board of Directors and sets out the core
principles with which each and every Member of the Board of
Directors shall comply and shall be bound by, such as acting in
the best interest of the Company and its stakeholders, devoting
necessary time and attention to the carrying out of their duties
and avoiding any and all conflicts of interest.
Financial Statements 2015
11 22 33 44 55
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Annual Report 2015 Financial Statements 2015
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