Airbus 2015 Annual Report Download - page 173

AIRBUS GROUP REGISTRATION DOCUMENT 2015 l 141 l
Corporate Governance
Registration Document 2015
4.
4.3 Employee Profit Sharing andIncentivePlans
4.2.3 Related Party Transactions
Reflecting Article2:129(6) of the Dutch Civil Code, Article18.5 of
the Articles of Association provides that “a Director shall not take
part in the deliberations or decision-making if he has a direct
or indirect personal interest which conflicts with the interests
of the Company and of the enterprise connected with it. If as
a result thereof no resolution of the Board of Directors can be
adopted, the resolution is adopted by the General Meeting”.
During the years 2013, 2014 and 2015, no agreement was
entered into by the Company with one of its Directors or
principal officers or a shareholder holding more than 5% of the
voting rights of the Company outside the ordinary course of
business and in conditions other than arm’s length conditions.
For more information, please refer to the “—Notes to the
IFRS Consolidated Financial Statements — Note8: Related
party transactions” for the year ended 31December 2015
and “—Notes to the IFRS Consolidated Financial Statements
— Note36: Related party transactions” for the year ended
31December 2014, as incorporated by reference herein.
For a description of the relationships between the Company
and its principal shareholders, see “—General Description of
the Company and its Shareholders — 3.3.2 Relationships with
Principal Shareholders”. Other than the relationships between
the Company and its principal shareholders described therein,
there are no potential conflicts of interest between the duties
to the Company of the Directors and their respective private
interests or other duties.
4.3 Employee Profit Sharing andIncentivePlans
4.3.1 Employee Profit Sharing and Incentive Agreements
The Company’s remuneration policy is strongly linked to the
achievement of individual and Company objectives, both for each
Division and for the overall Group. In 2012, a Performance and
Restricted Unit plan was established for the senior management
of the Group (see “—4.3.3 Long-Term Incentive Plans”), and
employees were offered shares at favourable conditions within
the context of a new employee share ownership plan (see
“—4.3.2 Employee Share Ownership Plans”).
The success sharing schemes which are implemented at the
Company in France, Germany, Spain and the UK follow one set
of common rules of the Group, ensuring a consistent application
in these four countries.
4.3.2 Employee Share Ownership Plans
Enabling employees to participate in the results of the Company
is a key element in the AirbusGroup benefits policy. Since
its creation, the Company has developed a philosophy based
on sharing the added value created by the Company with
all employees (including the CEO). Therefore, the Company
has regularly offered qualifying employees the opportunity to
purchase shares on favourable terms through the ESOP.
Pursuant to shareholders’ resolutions adopted at the AGM, the
powers to issue shares and to set aside preferential subscription
rights of existing shareholders have been granted to the Board
of Directors. Such powers include the approval of ESOP.
Financial Statements 2015
11 22 33 44 55
QRegistration Document 2015
Annual Report 2015 Financial Statements 2015
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