Organisation How we are managed

Airbus is managed by the Board of Directors and the Executive Committee. Our Corporate Governance ensures that Airbus is managed according to our Regulating Laws and Articles of Association, and evolves in order to match our growth ambitions, meet our obligations and reach the goals we set ourselves. The following page provides information about our Governance structure, rules and regulations.

Board of Directors

The Company is represented by the Board of Directors or by the Chief Executive Officer. The Board consists of a maximum of 12 members appointed and removed by the shareholders, and is responsible for the management of the Company.

Board of Directors' responsibilities and powers

The Board Rules specify that in addition to the Board of Directors’ responsibilities under applicable law and the Articles of Association, the Board of Directors is responsible for certain enumerated categories of decisions. Under the Articles of Association, the Board of Directors is responsible for the management of the Company.

Under the Board Rules, the Board of Directors delegates day-to-day management of the Company to the CEO, who, supported by the Executive Committee, makes decisions with respect to the management of the Company. However, the CEO may not enter into transactions that form part of the key responsibilities of the Board of Directors unless these transactions have been approved by the Board of Directors.

The Audit Committee

Pursuant to the Board Rules, the Audit Committee, which is required to meet at least four times a year, makes recommendations to the Board of Directors on the approval of the annual financial statements (FY) and the interim (Q1, H1, Q3) accounts, as well as the appointment of external auditors and the determination of their remuneration.

Moreover, the Audit Committee has the responsibility for verifying and making recommendations to the effect that the internal and external audit activities are correctly directed, that internal controls are duly exercised and that these matters are given due importance at meetings of the Board of Directors. Thus, it discusses with the auditors their audit programme and the results of the audit of the accounts and it monitors the adequacy of Airbus’ internal controls, accounting policies and financial reporting. It also oversees the operation of the Airbus’ ERM system and the Compliance Organisation.

The Chairman of the Board of Directors and the Chief Executive Officer are invited to attend meetings of the Audit Committee. The Chief Financial Officer and the Head of Controlling and Accounting are requested to attend meetings to present management proposals and to answer questions. Furthermore, the Head of Corporate Audit and the Chief Compliance Officer are requested to report to the Audit Committee on a regular basis.

Name Role Status
Hermann-Josef Lamberti Chairman Independent
Ralph D. Crosby, Jr. Member Independent
Claudia Nemat Member Independent
Catherine Guillouard Member Independent

The Ethics and Compliance Committee

Pursuant to the Board Rules, the Ethics and Compliance Committee is required to meet at least four times a year, and has as its main mission to assist the Board in overseeing Airbus’ culture and commitment to ethical business and integrity.

It also monitors Airbus’ Ethics and Compliance programme, organisation and framework for the effective governance of ethics and compliance, including all associated internal policies, procedures and controls, which shall include the areas of money laundering and terrorist financing, fraud, bribery and corruption, trade sanctions and export control, data privacy, procurement and supply chain compliance and anti-competitive practices.

In addition, the Board can on a case-by-case basis delegate to the Ethics and Compliance Committee any task which is ethics and compliance-related.

The Ethics and Compliance Committee will, amongst others, monitor any of the aforementioned responsibilities of the Audit Committee that are regarding compliance-related matters and will also provide any necessary disclosures of the status of major investigations into ethical or compliance breaches or allegations of misconduct – especially financial and accounting-related, to the Audit Committee.

From time to time, the independent external experts and the Independent Compliance Review Panel are invited to attend meetings of the Ethics and Compliance Committee.

Name Role Status
Denis Ranque Chairman Independent
Hermann Josef-Lamberti Member Independent
Sir John Parker Member Independent
Catherine Guillouard Member Independent
Amparo Moraleda Member Independent

The Remuneration, Nomination and Governance Committee (the "RNGC")

Pursuant to the Board Rules, the RNGC, which is required to meet at least four times a year, consults with the CEO with respect to proposals for the appointment of the members of the 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, 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 Executive Committee.

In addition, the RNGC reviews top talents, discusses measures to improve engagement and to promote diversity, reviews the remuneration of the Executive Committee members, the Long Term Incentive Plans (LTIP), and the variable pay.

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 within Airbus 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 Chairman of the Board of Directors and the Chief Executive Officer are invited to attend meetings of the RNGC. The Head of Airbus Human Resources is requested to attend meetings to present management proposals and to answer questions.

Name Role Status
Sir John Parker Chairman Independent
Jean-Claude Trichet Member Independent
Lord Drayson (Paul) Member Independent
Hans-Peter Keitel Member Independent
Amparo Moraleda Member Independent

Board of Directors Airbus Group SE

Mendelweg 30 2333 CS Leiden The Netherlands

Supporting the Chief Executive Officer

The Executive Committee supports the Chief Executive Officer in his duty of managing the day-to-day operations of Airbus' business. It is chaired by the Chief Executive Office and comprises the Heads of the major Functions and Divisions of the Group.

Powers and responsibilities of the Group Executive Committee

At the Executive Committee meetings, the following matters, among others, are discussed:

  • Appointment by the heads of Airbus Divisions and functions of their management teams;
  • Major investments;
  • Settling up and control of the implementation of the strategy for Airbus’ businesses.
  • Airbus policy matters and management and organisational structure of the business.
  • Performance level of the Group’s businesses and support functions.
  • All business issues, including the operational plan of Airbus and its Divisions and Business Units.

The CEO endeavours to reach consensus among the members of the Executive Committee. In the event a consensus is not reached, the Chief Executive Officer is entitled to decide the matter.

The CEO proposes all of the Members of the 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,

Our internal rules and charters

Based on external laws and regulations

A fair and transparent remuneration

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.

The Company’s Remuneration Policy covers all Members of the Board of Directors: the CEO (who is the only Executive Director) and the rest of the Board (which is comprised of Non-Executive Directors).

It should be noted that although the Policy relating to executive remuneration only refers to the CEO, these principles are also applied to the other Members of the Group Executive Committee, who do not serve on the Board of Directors, and to a large extent to all executives across the Group. Upon proposal by the CEO, the RNGC analyses and recommends, and the Board of Directors decides the remuneration of the Members of the Group Executive Committee.

Remuneration benchmark data

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’ main markets (France, Germany, UK and US); and
  • companies operating in the same industries as Airbus worldwide.

Annual fees of Non-Executive Members of the Board

Each Non-Executive Member of the Board of Directors receives an annual fixed fee of €80,000, as well as a fee for participation in Board meetings of €10,000 per meeting attended. The Chairman of the Board receives an annual fixed fee of €210,000 for carrying out this role, as well as a fee for participation in Board meetings of €15,000 per meeting attended.

The Chairmen of each of the Board Committees receive an additional annual fixed fee of €30,000. The Members of each of the Board Committees receive an additional annual fixed fee of €20,000 for each Committee Membership.  Annual fees for Committee Chairmanship and Committee Membership are cumulative if the Non-Executive Members of the Board of Directors concerned belong to two different Committees. Non-Executive Members of the Board of Directors are not entitled to variable remuneration or grants under Airbus’ Long-Term Incentive Plans.

Annual fees of the Chief Executive Officer

The Chief Executive Officer (the sole Executive Member of the Board) does not receive fees for participation in Board meetings or any dedicated compensation as Member of the Board of Directors. Instead, the remuneration policy for the Chief Executive Officer (as well as the other Members of the Executive Committee) is designed to balance short-term operational performance with the mid- and long-term objectives of the Company.

The remuneration policy consists of the following elements:

Remuneration element Main drivers Performance measures % of total target remuneration/
% of vesting
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%)

Individual part (50% of VR): Achievement of annual
individual objectives, divided between Outcomes and Behaviour.

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.

Long-Term Incentive Plan (LTIP) Rewards long-term commitment and company performance, and engagement on financial targets, over a five year period 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 the grant. The overall pay-out is capped at a maximum 250% of the original value at the date of the grant. The value that could result from share price increases is capped at 200% of the reference share price at the date of the grant.

Governing Law Articles and Internal Rules

The Company is governed by the laws of the Netherlands (in particular Book 2 of the Dutch Civil Code and the Dutch Corporate Governance Code) and by its Articles of Association. Airbus is also subject to various legal provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht - the “WFT”).

Given the fact that its shares are admitted for trading on a regulated market in France, Germany and Spain, the Company is subject to certain laws and regulations in these three jurisdictions. As an extension to our Articles of Association, the Board and Committees have their own charter and set of rules.