Board of Directors, Chairman and Chief Executive Officer
Pursuant to the Articles of Association, the Board of Directors is responsible for the management of the Company.
The Board of Directors consists of a maximum of eleven members appointed and removed by the shareholders’ meeting. The Board of Directors adopted rules governing its internal affairs (the “Rules”) at a Board of Directors’ meeting held on 7 July 2000. The Rules were amended at a Board of Directors’ meeting held on 5 December 2003 to take into account recommendations for changes to corporate governance. These Rules were further amended at a Board of Directors’ meeting held on 22 October 2007, to take into account the corporate governance modifications approved during the Extraordinary General Meeting of Shareholders held the same day.
The Rules specify the composition, the role and the key responsibilities of the Board of Directors, and also determine the manner of appointment and the responsibilities of the Chairman and the Chief Executive Officer. The Rules also specify the creation of three committees (the Audit Committee, the Remuneration and Nomination Committee and the Strategic Committee) and specify their composition, role and operating rules.
The Board of Directors has also adopted specific Insider Trading Rules, which restrict its members from trading in EADS shares in certain circumstances (for more information, please see “General Description of the Company and its Share Capital — 3.1.3 Governing Laws and Disclosures”).
The parties to the Participation Agreement (as amended on 22 October 2007 and as defined in the opening paragraph of “General Description of the Company and its Share Capital — 3.3.2 Relationships with Principal Shareholders”) have agreed that the voting rights attached to the Indirect EADS Shares shall be exercised by EADS Participations B.V. to ensure that the Board of Directors of EADS comprises the Directors of EADS Participations B.V. and four additional independent Directors.
According to the Rules, an independent Director is defined as “a Director who is not an officer, director, employee, agent or otherwise has any significant commercial or professional connection with either the DASA Group, the Lagardère Group, the Sogepa Group, the SEPI Group, the French State, the German State, the Spanish State or the EADS Group”.
Pursuant to the Participation Agreement, the Board of Directors comprises eleven members as follows the “Board of Directors”, the members of the Board of Directors being referred to as the “Directors”):
-
one non-executive Chairman, appointed on joint proposal by the Daimler-Directors and the Sogeade-Directors;
-
the Chief Executive Officer of EADS, appointed on joint proposal by the Daimler-Directors and the Sogeade-Directors;
-
two Directors nominated by Daimler;
-
two Directors nominated by Sogeade;
-
one Director nominated by SEPI, so long as the Indirect EADS Shares held by SEPI represent 5% or more of the total number of EADS Shares but in any case until the general meeting of shareholders to be held in 2012; and
-
four independent Directors, jointly proposed by the Chairman and the Chief Executive Officer of EADS and individually approved by the Board.
Pursuant to the Articles of Association, each member of the Board of Directors holds office for a term that expires at the annual shareholders’ meeting of EADS to be held in 2012. Members of the Board of Directors will be elected at each fifth annual shareholders’ meeting thereafter.
The shareholders’ meeting may at all times suspend or dismiss any member of the Board of Directors. There is no limitation on the number of terms that a Director may serve.
The Board of Directors appoints a Chairman, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors. The Chairman ensures the smooth functioning of the Board of Directors in particular with respect to its relations with the Chief Executive Officer with whom he teams up for top level strategic discussions with outside partners, which are conducted under his supervision.
The Chairman shall have either French or German nationality, provided that the Chief Executive Officer is of the other nationality.
The Chairman can submit his resignation as Chairman to the Board of Directors or can be dismissed as Chairman by the Board of Directors, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors. The appointment further terminates if the Chairman is dismissed or resigns as Director. Immediately following the dismissal or resignation of the Chairman, and if the Daimler-Directors and the Sogeade-Directors do not immediately jointly designate a new Chairman, the Board of Directors appoints by simple majority a Director (with the same citizenship as the former Chairman) as interim Chairman for a period which expires at the earlier of either (i) twenty clear days after the Daimler-Directors and the Sogeade-Directors jointly designate a new Chairman (during which period, a Board of Directors meeting is called in order to appoint the new Chairman, upon the joint proposal of the Daimler-Directors and the Sogeade-Directors), or (ii) two months from that interim Chairman’s appointment.
Upon request by any member of the Board of Directors made three years after the beginning of the Chairman’s term and alleging that significant adverse deviation(s) from objectives and/or failure(s) to implement the strategy defined by the Board of Directors occurred, the Board of Directors shall meet, to decide whether deviations and/or failures actually occurred during this period and if so, to decide whether to renew its confidence in the Chairman (the “Vote of Confidence”). The Board of Directors resolves upon such Vote of Confidence by simple majority. The Chairman is removed if he does not obtain such Vote of Confidence, a new Chairman being then appointed in accordance with the above.
Upon the joint proposal by the Daimler-Directors and the Sogeade-Directors. the Board of Directors has appointed a Chief Executive Officer to be responsible for the day-to-day management of the Company. The way the Chief Executive Officer can resign or be dismissed and the way the Chief Executive Officer would, if any, be replaced are identical to those applying to the Chairman. The Vote of Confidence procedure stated above is also applicable to the Chief Executive Officer under the same conditions as for the Chairman.
Powers of the Board of Directors
The Company is represented by the Board of Directors or by the Chief Executive Officer. The Chief Executive Officer 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 key responsibilities of the Board of Directors include amongst others:
-
Approving any change in the nature and scope of the business of the Group;
-
Approving any proposal to be submitted to the General Meeting of shareholders in order to amend the Articles of association of EADS (Qualified Majority, as defined below);
-
Approving the overall strategy and the strategic plan of the Group;
-
Approving substantial to the business plan and the yearly budget of the Group;
-
Setting the major performance targets of the Group;
-
Designating or removing the Chairman and the Chief Executive Officer and deciding upon the designation or removal of the Chief Executive Officer of Airbus (Qualified Majority);
-
Appointing the members of the Executive Committee (see below), as a whole team, not on an individual basis;
-
Establishing and approving amendments to the Rules and to the rules for the Executive Committee (Qualified Majority);
-
Deciding upon the appointments of the Airbus Shareholders’ Committee, the EADS Corporate Secretary and the chairmen of the Supervisory Board (or similar organ) of other important Group companies and business units;
-
Approving material changes to the organisational structure of the Group;
-
Approving investments, projects or product decisions or divestments of the Group with a value exceeding €350,000,000 (it being understood that this item shall require the Qualified Majority only for investments, projects or product decisions or divestments of the EADS Group with a value exceeding €500,000,000);
-
Approving strategic alliances and co-operation agreements of the Group (Qualified Majority);
-
Approving matters of shareholder policy, major actions or major announcements to the capital markets;
-
Approving any material decision regarding the ballistic missiles business of the Group (Qualified Majority);
-
Approving other measures and business of fundamental significance for the Group or which involve an abnormal level of risk;
-
Approving any proposal by the Chairman and the Chief Executive Officer as to the appointment of the independent Directors, for submission to the General Meeting of shareholders.
The Board of Directors met nine times during 2008 and was regularly informed of developments through business reports from the Chief Executive Officer, including rolling forecasts as well as strategic and operational plans. The average attendance rate at such meetings was 80%.
Topics intensively discussed, and operations authorised at the Board of Directors meetings included: EADS’ strategy (including M&A matters and the competitive environment), major business issues such as the A380 and A400M recovery efforts, the implementation of the future EADS programme and of the Power8 Plus programme for Airbus, the A350 programme progress and Airbus future product strategy, the regular updates on the remaining programmes, the approval of operational plans, reorganisation topics, budgets, the Group’s financial results and forecasts, as well as the creation of a new Compliance Organisation. The Board of Directors also dealt with topics regarding personnel and human resources, such as management qualification, remuneration (including a long-term incentive plan and an employee share ownership plan) as well as attracting, retaining and developing individuals with high potential in order to ensure the future quality of EADS’ management and the multinational leadership structure. In addition, the Board of Directors took note of the decision to integrate the Military Transport Aircraft Division into Airbus under the name of “Airbus Military”, and to establish a co-ordination (without merger) of Astrium and the Defence and Security Division to capture technical and commercial synergies between these divisions. In addition, the Board of Directors intensively discussed the impact of the financial and economic crisis on EADS.
Composition of the Board of Directors (as of October 2009)
| Name | Age | Term started | Term expires | Principal function | Independency |
| Bodo Uebber | 49 | 2007 | 2012 | Chairman of EADS | Non-Executive |
| Louis Gallois | 65 | 2000 re-elected in 2005 and 2007 | 2012 | Chief Executive Officer of EADS | Executive |
| Rolf Bartke | 62 | 2007 | 2012 | Chairman of Keiper-Recaro-Group | Nominated by Daimler |
| Dominique D'Hinnin | 49 | 2007 | 2012 | Chief Financial Officer of Lagardère SCA | Nominated by SOGEADE |
| Juan Manuel Eguiagaray | 63 | 2005 re-elected in 2007 | 2012 | Director of Studies at Fundación Alternativas | Nominated by SEPI |
| Arnaud Lagardère | 48 | 2003 re-elected in 2005 and 2007 | 2012 | General Partner and CEO of Lagardère Group | Nominated by SOGEADE |
| Hermann-Josef Lamberti | 53 | 2007 | 2012 | Member of the Management Board of Deutsche Bank AG | Independent |
| Lakshmi N. Mittal | 58 | 2007 | 2012 | President and Chief Executive Officer of Arcelor Mittal | Independent |
| Sir John Parker | 66 | 2007 | 2012 | Chairman of National Grid | Independent |
| Michel Pébereau | 67 | 2007 | 2012 | Chairman of BNP Paribas | Independent |
| Wilfried Porth | 50 | 2009 | 2012 | Member of Board of Management of Daimler AG | Nominated by Daimler |
Independent Directors
The four independent directors appointed pursuant to the criteria of independence set out above are Hermann-Josef Lamberti, Lakshmi N. Mittal, Sir John Parker and Michel Pébereau.
Prior Offences and Family Ties
To the Company’s knowledge, none of the Directors (in either their individual capacity or as director or senior manager of any of the entities listed above) has been convicted in relation to fraudulent offences, been the subject of any bankruptcy, receivership or liquidation, nor been the subject of any official public incrimination and/or sanction by a statutory or regulatory authority, nor been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of any issuer or conduct of affairs of any company, during at least the last five years. As of the date of this document, there are no family ties among any of the Directors.
Further |
