Airbus 2015 Annual Report Download - page 148

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 116 l
Corporate Governance
4.1 Management and Control
Furthermore, the Board of Directors welcomed the selection
of Airbus Defence andSpace by OneWeb Ltd. as its industrial
partner for the design and manufacturing of its fleet of initially
more than 900small satellites.
Moreover, the Board of Directors focused on the Group’s
financial results and forecasts, asset management, compliance
in key business processes and in major programmes, as well
as efficiency, innovation and corporate social responsibility
initiatives. It reviewed Enterprise Risk Management results,
the internal audit plan, and reoriented the Group’s compliance
programme by implementing a reinforced anti-corruption policy
called “Business Development Support Initiative”.
Directors also reviewed the Board of Directors succession
process and envisioned a Board staggering plan proposed
for approval at this year’s AGM in which four out of twelve
Directors are either renewed or replaced every year at each
AGM after 2016 to avoid large bloc replacements of Directors
at one single AGM, with the corresponding loss of experience
and integration challenges.
Board Evaluation 2015
In December2014, the Board of Directors mandated Spencer
Stuart to perform a comprehensive evaluation of the Board of
Directors and its Committees through individual interviews of
all Directors. The interviews covered Directors’ expectations,
governance fit, Board effectiveness, Board composition,
Committees as viewed from the Board and as viewed by their
members, Board areas of expertise and working processes,
chairmanship, interaction with executive management,
shareholders, and stakeholders.
The subsequent discussion of the report by the whole Board in
February last year was action-oriented and resulted in a “Board
Improvement Action Plan” for the year2015. In the meeting
on 23February 2016 the Board reviewed the implementation
progress of this action plan and Directors unanimously agreed
that the following improvement measures have been launched
or are already successfully realised:
 semi-annual deep-dive in risk management;
 rotation opportunities of Audit Committee membership;
 identification of new Board candidates based on Board skills
matrix;
 Introduction of further female candidates to reach 25% (i.e.
3) women on Board in 2016;
 refreshed induction programme for new Board of Directors
members;
 non-executive sessions scheduled at the end of each Board
meeting;
 identification of individual potential top-executive successors;
 inclusion of Governance into the RNGC;
 intensification of exchange with Heads of Business Units and
their direct reports;
 integration of Board Members’ input when agendas of Board
meetings are drafted;
 increase of information circulated to Directors particularly
in-between meetings (e.g. analyst reports);
 Integration of outside expertise to Board meetings as required.
The Board of Directors decided that a formal evaluation of the
functioning of the Board and its Committees with the assistance
of a third party expert is conducted every three years. In the year
succeeding the outside evaluation, the Board will perform a self-
evaluation and focus on the implementation of the improvement
action plan resulting from the third party assessment. In the
intervening second year the General Counsel will issue a
questionnaire and consult Board Members to establish an
internal evaluation. The next Board evaluation will be performed
by the General Counsel for the year2016.
4.1.1.2 Board Committees
a) The Audit Committee
The Audit Committee has four (4) Members and is chaired by
an Independent Director who is not the Chairman of the Board
of Directors or a current or former Executive Director of the
Company. The Chaiman of the Audit Committee shall be, and
the other members of the Audit Committee may be, financial
experts with relevant knowledge and experience of financial
administration and accounting for listed companies or other
large legal entities.
Pursuant to the Board Rules, the Audit Committee makes
recommendations to the Board of Directors on the approval
of the annual financial statements and the interim (Q1, H1, Q3)
accounts, as well as the appointment of external auditor and
the determination of his remuneration. Moreover, the Audit
Committee has the responsibility for verifying and making
recommendations to the effect that the internal and external
audit activities are correctly directed, that internal controls are
duly exercised and that these matters are given due importance
at meetings of the Board of Directors. Thus, it discusses with
the auditors their audit programme and the results of the audit
of the accounts and it monitors the adequacy of the Group’s
internal controls, accounting policies and financial reporting. It
also oversees the operation of the Group’s ERM system and
the Compliance Organisation.
The Chairman of the Board of Directors and the Chief Executive
Officer are invited to attend meetings of the Audit Committee. The
Chief Financial Officer and the Head of Controlling & Accounting
are requested to attend meetings to present management
proposals and to answer questions. Furthermore, the Head of
Corporate Audit and the Chief Compliance Officer are requested
to report to the Audit Committee on a regular basis.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015