Airbus 2015 Annual Report Download - page 167

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 135 l
Corporate Governance
Registration Document 2015
4.
4.2 Interests of Directors and Principal ExecutiveOfficers
The CEO’s contract includes a non-compete clause which
applies for a minimum of one year, and can be extended
at the Company’s initiative for a further year. The Board of
Directors has the discretion to invoke the extension of the non-
compete clause. The compensation for each year that the non-
compete clause applies is equal to 50% of the last Total Annual
Remuneration (defined as Base Salary and Annual Variable
Remuneration most recently paid) with respect to applicable
local legal requirements if any.
Past LTIP awards may be maintained, in such cases as in
the case of retirement or if a mandate is not renewed by the
Company without cause. The vesting of past LTIP awards
follows the plans’ rules and regulations and is not accelerated
in any case. LTIP awards are forfeited for executives who leave
the Company of their own initiative, but this is subject to review
by the Board of Directors.
j)Clawback
Recent changes to Dutch law introduced the possibility for the
Company to deduct or claw back part of the CEO’s variable cash
remuneration (i.e. VR) or equity-related remuneration (excluding
the LTIP element settled in cash) served by the Company if
certain circumstances arise.
Any revision, claw back, or amounts deducted from the CEO’s
remuneration will be reported in the financial notes of the
relevant Annual Report.
k)Loans
AirbusGroup does not provide loans or advances to the CEO.
4.2.1.2 Non-Executive Remuneration –
Applicable to Non-Executive Members
of the Board of Directors
The Company’s Remuneration Policy with regard to non-
Executive Members of the Board of Directors is aimed at
ensuring fair compensation and protecting the independence
of the Board’s members.
Fees and Entitlements
Non-Executive Members of the Board are currently entitled to
the following:
 a base fee for membership or chair of the Board;
 a Committee fee for membership or chair on each of the
Board’s Committees;
 an attendance fees for the attendance of Board meetings.
Each of these fees is a fixed amount. Non-Executive Members
of the Board do not receive any performance or equity-related
compensation, and do not accrue pension rights with the
Company in the frame of their mandate, except what they would
receive in the frame of a current or past executive mandate.
These measures are designed to ensure the independence of
Board Members and strengthen the overall effectiveness of the
Company’s corporate governance.
The Company does not encourage Non-Executive Directors to
purchase Company shares.
Under the current policy, Members of the Board are entitled to
the following fees:
Fixed fee for membership of the Board EUR/year
 Chairman of the Board: 180,000
 Member of the Board: 80,000
Fixed fee for membership of a Committee EUR/year
 Chairman of a Committee: 30,000
 Member of a Committee: 20,000
Attendance fees EUR/Board meeting
 Chairman: 10,000
 Member: 5,000
Committee chairmanship and Committee membership fees are
cumulative if the concerned Non-Executive Director belongs
to two different Committees. Fees are paid twice a year at
the end of each semester (as close as possible to the Board
meeting dates).
Proposal of Policy from 2016
In order to recognise the increase in Board Members’
responsibilities, their greater time commitment and the
Group’s continuous need to attract and retain highly competent
members, a comprehensive review of the Board remuneration
policy was undertaken in 2015.
In October, an independent consultant, KornFerry, completed
a benchmark on the remuneration of Non-Executive Directors
and the Chairman of the Board. The analysis reviewed
60comparable companies from 7countries (France, Germany,
Italy, Netherlands, Spain, Switzerland and the UK) and the
aerospace/ defence sector (BAE Systems, Boeing, Dassault
Aviation, Finmeccanica, General Dynamics, Honeywell,
Lockheed Martin, Northrop Grumman, Raytheon, Rolls Royce,
Safran, Textron, Thales, United Technologies Corp). The findings
of the benchmark showed that AirbusGroup’s Chairman total
compensation was among the lowest across the peer group;
also, Non-Executive Directors’ remuneration was below the
average.
In the meeting on 23February 2016 the Board confirmed the
recommendation of the RNGC to increase the total target
remuneration of the Chairman of the Board of Directors to
€ 300,000 (currently € 240,000) while that of a Non-Executive
Director shall increase to € 140,000 (currently € 110,000). The
calculation is based on 6 regular Board meetings per year.
This increase is the first since the comprehensive revision and
modification of the Board remuneration policy launched by the
Board of Directors in 2007.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
Q