Airbus 2015 Annual Report Download - page 149

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 117 l
Corporate Governance
Registration Document 2015
4.
4.1 Management and Control
The Audit Committee is required to meet at least four times
a year. In 2015, it fully performed all of the above described
duties, and met five times with an average attendance rate of
80%. The average attendance rate was lower than usual due
to the unavailability of former Board Member Josep Piqué i
Camps. The average attendance rate of the Audit Committee
would have otherwise been 93%.
b) The Remuneration, Nomination and Governance
Committee
The RNGC has four (4) Members, with geographic diversity.
Each Member of the RNGC is an Independent Director. One
Member of the RNGC is a Director who is appointed to the
Board of Directors on the basis of the French State Security
Agreement. One Member of the RNGC is a Director who is
appointed to the Board of Directors on the basis of the German
State Security Agreement. The Board of Directors, by a Simple
Majority (defined below), appoints the chair of the RNGC, who
may not be any of the following:
 the Chairman of the Board of Directors;
 a current or former Executive Director of the Company;
 a Non-Executive Director who is an Executive Director with
another listed company; or
 a Director appointed to the Board of Directors on the basis
of the French State Security Agreement or the German State
Security Agreement.
Based upon the recommendations resulting from the Spencer
Stuart Board evaluation at year-end 2014, the Board decided
to systematically include governance matters into the RNGC
as part of its “Improvement Action Plan”. In its meeting on
July30 the Board approved the corresponding change of the
Internal Rules and renamed the Committee into: Remuneration,
Nomination and Governance Committee (formerly the
Remuneration and Nomination Committee).
Pursuant to the Board Rules, the RNGC consults with the CEO
with respect to proposals for the appointment of the members of
the Group Executive Committee and makes recommendations
to the Board of Directors regarding the appointment of the
Secretary to the Board of Directors. The RNGC also makes
recommendations to the Board of Directors regarding
succession planning at Board, Group Executive Committee
and Senior Management levels; remuneration strategies and
long-term remuneration plans. Furthermore the Committee
decides on the service contracts and other contractual matters
in relation to the Members of the Board of Directors and the
Group Executive Committee. The rules and responsibilities of
the RNGC have been set out in the Board Rules.
The Chairman of the Board of Directors and the Chief Executive
Officer are invited to attend meetings of the RNGC. The Head
of AirbusGroup Human Resources is requested to attend
meetings to present management proposals and to answer
questions.
In addition, the RNGC reviews top talents, discusses measures
to improve engagement and to promote diversity, reviews the
remuneration of the Group Executive Committee Members for
this year, the Long-Term Incentive Plan, and the variable pay
for the previous year.
Finally, the RNGC performs regular evaluations of the
Company’s corporate governance and makes proposals for
changes to the Board Rules or the Articles of Association.
The guiding principle governing management appointments
in the Group is that the best candidate should be appointed
to the position (“best person for the job”), while at the same
time seeking to achieve a balanced composition with respect
to gender, experience, national origin, etc. The implementation
of these principles should, however, not create any restrictions
on the diversity within the Company’s executive management
team.
The RNGC is required to meet at least twice a year. In 2015, it
fully performed all of the above described duties and met six
times with an average attendance rate of 96%.
4.1.1.3 The Group Executive Committee
a) Nomination and Composition
The Executive Committee of AirbusGroup (the “Group Executive
Committee”) is chaired by the Chief Executive Officer and its
members are appointed on the basis of their performance
of their individual responsibilities as well as their respective
contribution to the overall interest of the AirbusGroup.
The CEO proposes all of the Members of the Group Executive
Committee for approval by the Board of Directors, after
consultation with (a) the Chairman of the RNGC and (b) the
Chairman of the Board of Directors, applying the following
principles:
 the preference for the best candidate for the position;
 the maintenance, in respect of the number of Members of the
Group Executive Committee, of the observed balance among
the nationalities of the candidates in respect of the location of
the main industrial centres of the Group (in particular among
the nationals of the four (4) Member States of the European
Union where these main industrial centres are located); and
 at least 2/3 of the Members of the Group Executive Committee,
including the CEO and the CFO, being EU nationals and
residents.
The Board of Directors determines, by simple majority vote,
whether to approve all of the Members of the Group Executive
Committee as proposed by the CEO.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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