Airbus 2015 Annual Report Download - page 163

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 131 l
Corporate Governance
Registration Document 2015
4.
4.2 Interests of Directors and Principal ExecutiveOfficers
For the changes to the Remuneration Policy that will be proposed
for adoption by the 2016 General Meeting of Shareholders, see
“—4.2.1.3 — Proposed Amendments to the Remuneration
Policy”.
To see how the Remuneration Policy was applied in 2015
in respect of the CEO (the only Executive Member of the
Board of Directors)(1), see “—4.2.1.4 — Implementation of the
remuneration policy in 2015: CEO”. The cumulated remuneration
of all Group Executive Committee Members is presented in
the “Notes to the IFRS Consolidated Financial Statements —
Note31: Remuneration”.
To see how the Remuneration Policy was applied in 2015 in
respect of the non-Executive Members of the Board of Directors,
see “—4.2.1.5 — Implementation of the remuneration policy in
2015: Non-Executive Fees”.
4.2.1.1 Executive Remuneration – Applicable
tothe CEO
a)Remuneration Philosophy
The Company’s remuneration philosophy has the objective of
providing remuneration that will attract, retain and motivate
high calibre executives, whose contribution will ensure that
the Company achieves its strategic and operational objectives,
thereby providing long-term sustainable returns for all
shareholders.
The Board of Directors and the RNGC are committed to making
sure that the executive remuneration structure is transparent
and comprehensible for both executives and investors, and to
ensure that executive rewards are consistent and aligned with
the interests of long-term shareholders.
Before setting the targets to be proposed for adoption to the
Board of Directors, the RNGC considers the financial outcome
scenarios of meeting performance targets, as well as of
maximum performance achievements, and how these may
affect the level and structure of the executive remuneration.
b)Total Direct Compensation and Peer Group
The Total Direct Compensation for the CEO comprises a Base
Salary, an Annual Variable remuneration (“VR”) and a Long-Term
Incentive Plan (“LTIP”). The three elements of the Total Direct
Compensation are each intended to comprise 1/3 of the total,
assuming the achievement of performance conditions is 100%
of target.
The level of Total Direct Compensation for the CEO is set at the
median of an extensive peer group. The benchmark is regularly
reviewed by the RNGC and is based on a peer group which
comprises:
 global companies in AirbusGroup’s main markets (France,
Germany, UK and US); and
 companies operating in the same industries as AirbusGroup
worldwide.
(1) The cumulated remuneration of all Group Executive Committee Members is presented in the “Notes to the IFRS Consolidated Financial Statements —Note31:
Remuneration”.
The elements of the Total Direct Compensation are described below:
Remuneration Element Main drivers Performance Measures Target and Maximum
Base Salary Reflects market value of position. Not applicable 1/3 of Total Direct Compensation (when performance achievement
is 100% of target)
Annual Variable
Remuneration (VR)
Rewards annual performance
based on achievement of company
performance measures and
individual objectives.
Collective (50% of VR):
divided between EBIT* (45%);
FCF (45%) and RoCE (10%).
The VR is targeted at 100%
of Base Salary for the CEO and,
depending on the performance
assessment, ranges from 0%
to 200% of target.
The VR is capped at 200%
of Base Salary.
Individual (50% of VR): achievement
ofannual individual objectives, divided
between Outcomes and Behaviour.
Long-Term Incentive Plan (LTIP) Rewards long-term commitment
and company performance, and
engagement on financial targets.
Vesting ranges from 0% to 150%
of initial grant, subject to cumulative
performance over a three-year period.
In principle, no vesting if cumulative
negative EBIT*. If EBIT* is positive,
vesting from 50% to 150% of grant
based on EPS (75%) and Free
Cash Flow (25%)
The original allocation to the CEO
is capped at 100% of Base Salary
at the time of grant.
Since 2012, the overall pay-out
is capped at a maximum
250% of the original value
at the date of grant.
The value that could result from
share price increases is capped at
200% of the reference share price
at the date of grant.
* Unless otherwise indicated, EBIT* figures presented in this report are Earning before Interest and Taxes, pre-goodwill impairment and exceptionals.
Financial Statements 2015
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Annual Report 2015 Financial Statements 2015
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