Airbus 2015 Annual Report Download - page 168

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 136 l
Corporate Governance
4.2 Interests of Directors and Principal ExecutiveOfficers
Incentivising Board attendance the new Board remuneration
policy will double the attendance fee of a Non-Executive
Director to € 10,000 while leaving the fixed fee unchanged. The
Chairman’s remuneration will be increased with regards to both
the fixed fee by € 30,000 and the attendance fee by € 5,000.
However, attendance fees will decrease by 50% in case of an
attendance by phone.
For personal reasons, Denis Ranque decided to waive the
portion of his remuneration as Chairman of the Board of
Directors which exceeds € 240,000 (his current total target
remuneration) until further notice. The Board recommended
that the Company makes an annual contribution of € 60,000 to
the AirbusGroup Foundation as long as Denis Ranque waives
the part of his remuneration which exceeds € 240,000.
The following entitlements remain:
 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.
Under the new policy, and in greater details, Members of the
Board would be entitled to the following fees:
Chairman of the Board
The proposal is to increase the Chairman’s remuneration with
regards to both the fixed fee and the attendance fee:
 Fixed fee: 210,000
 Attendance fee: 15,000
Attendance fees shall decrease by 50% in case of an attendance
by phone.
Non-Executive Directors
The proposal is to increase the attendance fees of the Non-
Executive Directors; the objective being to incentivise the
attendance. The fixum would remain unchanged,
 Fixed fee: 80,000
 Attendance fee: 10,000
Membership of a Committee
The remuneration for the membership of a Committee would
remain unchanged
 Chairman of a Committee: 30,000 per year (no attendance fee)
 Member of a Committee: 20,000 per year (no attendance fee)
4.2.1.3 Proposed Amendments
oftheRemuneration Policy
At the 2016 AGM, the Board of Directors is proposing
that shareholders adopt a number of amendments to the
AirbusGroup Remuneration Policy.
The following changes are being proposed:
 CEO remuneration: The remuneration of the CEO was not
reviewed since 2012. Therefore, in the frame of the renewal
of his mandate, the Company proposes to increase the
remuneration of the CEO as described above. This increase
takes into consideration the track record of the CEO and is
in line with the salary policy applied to employees across the
Group over that period;
 Non-executive remuneration: In order to recognise the
increase in responsibilities, greater time commitment and
the continuous need to attract and retain highly competent
Board Members, a review of the Board remuneration policy
was undertaken in 2015, the first comprehensive revision since
2007. As described in detail above, the Company proposes
to increase the remuneration of the Chairman and that of
the non-executive Board Members to be in line with market
practice, incentivise attendance and recognise the strategic
role played by the Board of Directors in the AirbusGroup’
developments;
 LTIP: In order to maintain the alignment with shareholders’
interests, and to ensure both the Company and the
beneficiaries benefit from new tax and social regimes
(offered by the Macron Act in France in favour of French tax
resident employees), the Company intends to replace all
or part of future LTIP allocations with substantially similar
instruments, such as performance shares or other equity-
related allocations. As with the Performance Units, the value
of the CEO’s LTIP allocation would continue to be capped as a
percentage of Base Salary at the date of grant and be subject
to performance conditions. The other features would remain
unchanged (performance conditions assessed over a 3 year
period based on relevant financial criteria: average Earning Per
Share and cumulated Free Cash Flow) with stringent targets
set, as demonstrated by the past Group practice;
 ESOP: The Company intends to implement an ESOP in 2017,
subject to approval by the Board of Directors, open to all
qualifying employees (including the CEO). The Company
intends to replace future ESOP through the issuance of shares
or free distribution of shares of other existing or new securities
giving access to the capital as a matching contribution. This
plan would aim at favouring the development of employee
shareholding.
4.2.1.4 Implementation of the Remuneration
Policy in 2015: CEO
a)Benchmarking
The RNGC regularly benchmarks the CEO’s Total Direct
Compensation (Base Salary, Annual Variable Remuneration
and LTIP) against an extensive peer group.
The last review took place in October2014, and was completed
with the assistance of an independent consultant: Towers
Watson. The relevant peer groups that were considered were
Financial Statements 2015
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QRegistration Document 2015
Annual Report 2015 Financial Statements 2015