Airbus 2015 Annual Report Download - page 156

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 124 l
Corporate Governance
4.1 Management and Control
For the financial year2015, the Company states the following:
1.Vice-Chairmanship
 Provision III.4.1(f) of the Dutch Code recommends the election
of a Vice-Chairman, to deal with the situation when vacancies
occur.
 The Board of Directors is headed by the Chairman of the
Board of Directors. In case of dismissal or resignation of the
Chairman, the Board of Directors shall immediately designate
a new Chairman. There is therefore no need for a Vice-
Chairman to deal with the situation when vacancies occur.
2.Termination indemnity
 Provision II.2.8 of the Dutch Code recommends that the
maximum remuneration in the event of dismissal be one
year’s salary, and that if the maximum of one year’s salary
would be manifestly unreasonable for an Executive Board
Member who is dismissed during his first term of office, such
Board Member be eligible for severance pay not exceeding
twice the annual salary.
 The Company foresees a termination indemnity for the Chief
Executive Officer equal to one and a half times the annual
total target salary in the event that the Board of Directors
has concluded that the Chief Executive Officer can no longer
fulfil his position as a result of change of the Company’s
strategy or policies or as a result of a change in control of
the Company. The termination indemnity would be paid only
provided that the performance conditions assessed by the
Board of Directors would have been fulfilled by the Chief
Executive Officer.
3. Securities in AirbusGroup as long-term
investment
 Provision III.7.2 of the Dutch Code recommends that Non-
Executive Directors who hold securities in the Company
should keep them as a long-term investment. It does not
encourage Non-Executive Directors to own shares.
 The Company does not require its Non-Executive Directors
who hold shares in its share capital, to keep such shares as
a long-term investment. Although Non-Executive Directors
are welcome to own shares of the Company, the Company
considers it is altogether unclear whether share ownership
by Non-Executive Directors constitutes a factor of virtuous
alignment with stakeholder interest or maybe a source of bias
against objective decisions.
4.Dealings with analysts
 Provision IV.3.1 of the Dutch Code recommends meetings with
analysts, presentations to analysts, presentations to investors
and institutional investors and press conferences shall be
announced in advance on the Company’s website and by
means of press releases. In addition, it recommends that
provisions shall be made for all shareholders to follow these
meetings and presentations in real time and that after the
meetings the presentations shall be posted on the Company’s
website.
 The Company does not always allow shareholders to follow
meetings with analysts in real time. However, the Company
ensures that all shareholders and other parties in the financial
markets are provided with equal and simultaneous information
about matters that may influence the share price.
5.Gender diversity
 The Company strives to comply with composition guidelines
whereby the Board of Directors would be composed in a
balanced way if it contains at least 30% women and at least
30% men. These percentages are based on those included
in a Dutch draft bill that is expected to come into force in the
course of 2016 in continuation of legislation in force up to
31December 2015 stipulating the same percentages.
 With the election of Ms. Moraleda to the Company’s Board
of Directors at the AGM held on 27May 2015, the female
representation on the Board increased to 16.7%. The
Company is pleased with this development and will continue
to promote gender diversity within its Board of Directors by
striving to increase the proportion of female Directors.
4.1.3 Enterprise Risk Management System
The aerospace and defence industry’s complex programmes
delivered over volatile market cycles, amplify risk and
opportunity. Airbus Group’s long-term development and
production lifecycle make Enterprise Risk Management (“ERM”)
a crucial mechanism for both mitigating the risks faced by the
Company and identifying future opportunities.
Applied across the Group and its main subsidiaries, ERM
facilitates achieving and applying common understanding,
methodology, practice and language. ERM is a permanent
top-down and bottom-up process, which is executed across
AirbusGroup Divisions on each level of the organisation. It
is designed to identify and manage risks and opportunities
focusing on business-relevant aspects. A particular focus is
put on the operational dimension due to the importance of
Programmes and Operations for AirbusGroup.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015