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.
Powers and responsibilities of the Executive Committee
At the Executive Committee meetings, the following matters, among others, are discussed:
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.
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 Executive Committee who do not serve on the Board of Directors, and to a large extent to all executives across Airbus. Upon proposal by the CEO, the RNGC analyses and recommends, and the Board of Directors decides, the remuneration of the Members of the Executive Committee.
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:
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 more than one committee. Non-Executive Members of the Board of Directors are not entitled to variable remuneration or grants under Airbus’ Long-Term Incentive Plans.
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:
|% of total target remuneration -
% of vesting
||Reflects market value
||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%); Free Cash Flow (45%) and RoCE (10%).
Individual (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 subject to cumulative performance over a 3-year period.
|Vesting ranges from 0% to 150% of initial grant,
subject to performance over a three-year period.
In principle, no vesting if cumulative negative EBIT.
If cumulative 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 following caps apply to Performance Units only:
overall pay-out is capped at a maximum of 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.
The Company is governed by the laws of the Netherlands (in particular Book 2 of the Dutch Civil 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.