Airbus 2010 Annual Report Download - page 35

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LONG-TERM VALUE
Overall, the Board considers that it assembles a very
international and varied set of skills, with competencies
centred on business and finance; it believes that its
renewal in 2012 will be an opportunity to fine-tune its
composition, which may improve gender diversity.
The Audit Committee
The Audit Committee met eight times, with an 88%
average attendance rate, to review financial results,
performance and disclosure. It also reviewed the
compliance organisation’s processes and achievements,
the enterprise risk management system’s effectiveness
and internal audit.
The Remuneration and Nomination Committee
The Remuneration and Nomination Committee met four
times, with an 88% average attendance rate. In addition
to making recommendations to the Board of Directors for
major appointments, the Committee reviewed proposed
changes to the executives’ remuneration structure
and system from 2011 onwards. Executive Committee
members’ 2010 salaries, long-term incentive plan,
variable pay for 2009 and succession planning were also
discussed as well as a possible adaptation to the 2011
employee share ownership plan.
The Strategic Committee
The Strategic Committee met twice, with a 90% average
attendance rate. It monitored major strategic and
divisional initiatives, acquisition targets and disinvestment
candidates, as well as the Group’s top priorities.
Furthermore, it made recommendations to the Board
linked to the competitive landscape and home countries
industrial policy, Company perception in key markets, and
recent constraints on defence budgets. A thorough review
of technology development in EADS was also conducted.
Audit Committee
Hermann-Josef
Lamberti (Chairman)
Rolf Bartke
Dominique D’Hinnin
Sir John Parker
Remuneration
and Nomination
Committee
Sir John Parker (Chairman)
Dominique D’Hinnin
Hermann-Josef
Lamberti
Wilfried Porth
Strategic
Committee
Bodo Uebber (Chairman)
Louis Gallois
Arnaud Lagardère
Michel Pébereau
Wilfried Porth
Committees of the Board
of Directors
* On 9 February 2007, Daimler reached an agreement with a consortium of private
and public-sector investors by which it effectively reduced its shareholding in
EADS by 7.5%, while retaining its voting rights over the entire 22.5% package
of EADS shares.
CORPORATE GOVERNANCE
Shareholder Structure as of 31 December 2010
22.46% Sogeade (Lagardère and French state
holding company Sogepa)
22.46% Daimler*
5.47% SEPI (Spanish state holding company)
0.06% Shares held out of the contractual
partnership by the French state
49.16% Institutional, retail and employee
ownership
0.39% Treasury shares (without economic
or voting rights)
For more detailed
information,
please refer to
the Corporate
Governance section
in the Registration
Document 2010.
13